48th ANNUAL REPORT 2014-15 - VIP Industries · 2015-06-26 · 3 VIP INDUSTRIES LIMITED DirECtorS’...

48th ANNUAL REPORT 2014-15

CONTENTS

COMPANY INFORMATION 1

DIRECTORS’ REPORT 3

REPORT ON CORPORATE GOVERNANCE 22

MANAGEMENT DISCUSSION AND ANALYSIS REPORT 34

INDEPENDENT AUDITORS' REPORT 37

BALANCE SHEET 42

STATEMENT OF PROFIT AND LOSS 43

CASH FLOW STATEMENT 44

NOTES ON FINANCIAL STATEMENTS 46

INDEPENDENT AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENTS 68

CONSOLIDATED FINANCIAL STATEMENTS 72

PAGE NO.

1 VIP INDUSTRIES LIMITED

Company information

BoarD of DirECtorS

Dilip G. Piramal (Chairman)Radhika Piramal (Managing Director)Ashish K. Saha (Director - Works)D. K. PoddarVijay KalantriG. L. MirchandaniNabankur GuptaRajeev GuptaAmit Jatia (w.e.f. 14.5.2015)

CHiEf finanCiaL offiCEr GEnEraL manaGEr – LEGaL & Company SECrEtary

Jogendra Sethi Shreyas Trivedi

StatUtory aUDitorS intErnaL aUDitorS

M/s. M. L. Bhuwania & Co., Chartered Accountants M/s. Suresh Surana & Associates LLP

BanKErS rEGiStErED offiCE

State Bank of IndiaCentral Bank of IndiaAxis Bank LimitedING Vysya Bank Limited (now Kotak Mahindra Bank Ltd.)IDBI Bank LimitedThe Hongkong and Shanghai Banking Corporation Ltd.YES Bank Limited

78-A, MIDC Estate, Satpur,Nashik - 422 007, Maharashtra.Tel.: +91-253-240 6700 Fax: +91-253-235 0756CIN No. L25200MH1968PLC013914Website: www.vipindustries.co.in

faCtoriES

Nashik - 78-A, MIDC Estate, Satpur, Nashik - 422 007, Maharashtra.Sinnar - A-7 , MIDC, Sinnar - 422 103, Maharashtra.Haridwar - Plot No. 8, Sector 12, SIDCUL Area, Haridwar - 249 403, Uttaranchal.Nagpur - L-4, MIDC, Hingna, Nagpur - 440 016, Maharashtra.Paithan - D-4, Paithan Industrial Area, MIDC, Paithan - 431 107, Maharashtra.

inVEStorS’ SErViCES DEpartmEnt

DGP House, 5th Floor, 88-C, Old Prabhadevi Road, Mumbai - 400 025, Maharashtra.Tel.: +91-22-6653 9000 Fax: +91-22-6660 8393 Email: [email protected]

rEGiStrar & SHarE tranSfEr aGEnt

Link Intime India Private Limited,C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West), Mumbai - 400 078, Maharashtra.Tel.: +91-22-2596 3838, +91-22-2594 6970 Fax: +91-22-2594 6969. Email: [email protected]

2Vip inDUStriES LimitED

54%

2%

10%

27%

1% 2% 2% 2%

Distribution of Earnings 2014-15

Materials consumed (54%)

Excise duty(2%)

Employees Benefits Expense (10%)

Other expenses (27%)

Depreciation & Amortisation expense (1%)

Tax Expenses (2%)

Dividend (including dividend tax) (2%)

Retained earnings (2%)

744 862

840

976 1,050 125

120

84 79

0

20

40

60

80

100

120

140

-

200

400

600

800

1,000

1,200

10-11 11-12 12-13 13-14 14-15

` in

cro

re

in

cro

re

Financial Years

Income from Operations and Other Income vs EBIDTA

Income from Operations and Other IncomeEBIDTA

70


DirECtorS’ rEport

Your Directors are pleased to present the 48th Annual Report together with the Audited Annual Accounts of your Company for the year ended 31st March 2015.

finanCiaL rESULtS (` in Crores)year ended31.3.2015

Year ended31.3.2014

Revenue from Operations and Other Income 1050.29 975.56Profit Before Depreciation and Amortisation Expenses, Finance Cost, Exceptional Items and Tax Expenses

79.00 83.59

Finance Cost 1.28 1.80Depreciation and Amortisation Expenses 15.28 17.05Profit before Exceptional Items and Tax 62.44 64.74Exceptional Items – Income 4.32 15.76Profit before Tax after Exceptional items 66.76 80.50Tax Expenses 18.90 22.11Profit for the year 47.86 58.39Profit brought forward from previous year 36.11 36.11Appropriations:Transferred to General Reserve 22.37 30.28Interim Dividend 7.07 7.07Proposed Dividend 14.13 16.96Tax on Dividend 4.29 4.08Closing Balance 36.11 36.11

oVEraLL pErformanCE anD oUtLooK

During the financial year ended 31st March 2015, revenue from Operations & Other Income was ` 1050.29 crores as against ` 975.56 crores last year, representing an increase of 7.66% over the corresponding period of the previous year. Profit before exceptional items and tax amounted to ` 62.44 crores as against ` 64.74 crores last year whereas Profit after Tax for the year under review amounted to ` 47.86 crores.

During the year, your Company has earned an exceptional income of ` 4.32 crores as against ` 15.76 crores last year. The exceptional income mainly comprises of profit form sale of Jalgaon Plant. As on 31st March 2015, the Reserves and Surplus of your Company were at ` 278.74 crores.

Your Directors confirm that there has been no material change and commitments affecting the financial position of your Company occurred between the end of the financial year to which the Financial Statements relate and the date of this Annual Report.

A detailed analysis on the operations of your Company during the year under report is included in the Management Discussion and Analysis Report, forming part of this Annual Report.

DiViDEnD

Your Directors are pleased to recommend for your consideration, a final dividend of ` 1 (Rupee One only) per equity share of ` 2 each (previous year 1.20 per equity share of 2 each) for the financial year 2014-15. Your Company had paid in February 2015, an interim dividend of ` 0.50 (Fifty paise only) per equity share of ` 2 each for the financial year 2014-15. Accordingly, the total dividend declared/recommended by your Company for the financial year 2014-15 is ` 1.50 (Rupees One and Fifty Paise only) per equity share of ` 2 each (previous year ` 1.70 per equity share of ` 2 each). Your Company had paid higher dividend last year as it had earned healthy profit on sale of its old investment in securities and property at Bhandup, Mumbai.

EXportS anD intErnationaL opErationS

Due to subdued market conditions in UK and Europe, the International Business of your Company declined during the year. While branded goods sales in Asia Pacific and Middle East remained strong, sales of branded goods in UK and Europe along with private label business resulted in de-growth in the overall international business sales performance.


DirECtorS’ rEport

DirECtorS’ rESponSiBiLity StatEmEnt

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 (the Act) with respect to the Directors’ Responsibility Statement, your Directors, based on their knowledge and belief and the information and explanations obtained, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) accounting policies are selected and applied consistently and judgments and estimates are made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company for the financial year ended 31st March 2015 and of the profit and loss of your Company for the financial year ended 31st March 2015;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) annual accounts are prepared for the financial year ended 31st March 2015 on a ‘Going Concern’ basis;

(e) internal financial controls have been laid down and followed by your company and that such internal financial controls are adequate and were operating effectively;

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLaration of inDEpEnDEnt DirECtorS

Pursuant to section 134(3)(d) of the Act, your Company confirms having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

manaGEmEnt DiSCUSSion & anaLySiS rEport, SECrEtariaL aUDit rEport anD rEport on CorporatE GoVErnanCE

As provided under section 134 of the Companies Act, 2013 and the Rules framed thereunder and pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, alongwith the Management Discussion and Analysis Report, the Report on Corporate Governance and the Certificate in respect of compliance of requirements of Corporate Governance, Secretarial Audit Report and other reports and information are annexed to this Report and forms part of this Annual Report.

SUBSiDiariES

The Consolidated Financial Statements of your Company include the financial results of VIP Industries Bangladesh Private Limited and of Blow Plast Retail Limited for the financial year 2014-15. The annual accounts of VIP Industries Bangladesh Private Limited and Blow Plast Retail Limited are available for inspection by any Member at the Registered Office of your Company, during normal business hours (9.00 a.m. to 5.00 p.m.) on all working days except Saturdays, up to the date of the Annual General Meeting of the Company, a copy of which can also be sought by any Member on making a written request to the Secretarial Department of your Company in this regard.

inSUranCE

All the assets of your Company, including Plant & Machinery, Buildings, Equipment etc. have been adequately insured.

firEDuring the year, there was fire at Haridwar Plant of your Company and Properties & Inventories of your Company were damaged. In respect of losses which are being identified and quantified, the management expects that the losses are fully recoverable from the insurance Company.

DEpoSitory

Your Company’s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

ELECtroniC VotinG

Your Company has entered into an agreement with NSDL and CDSL for providing facility of e-voting to its shareholders. For the year 2014-15, your Company has availed services of CDSL for providing facility of remote e-voting to its shareholders for casting their vote electronically.


DirECtorS’ rEport

pUBLiC DEpoSitS

Your Company had not received instructions from 1 depositor for repayment of deposits amounting to ` 10,000 (Rupees Ten Thousand Only) as at 31st March 2015. Since then, no deposit has been repaid.

DirECtorS

Pursuant to the provisions of the section 161 of the Companies Act, 2013 read with Article 159 of the Articles of Association of your Company, Mr. Amit Jaita is appointed as an Additional Director and he shall hold office only up to the date of this Annual General Meeting and being eligible offer himself for appointment as Director. Mr. Amit Jatia is proposed to be appointed as an Independent Director of your Company for a period of 5 years with effect from 24th July 2015.

Mr. Dilip G. Piramal, Chairman of your Company retires by rotation and being eligible offers himself for re-appointment.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, information on the Directors seeking appointment/re-appointment is provided as a part of the Notice convening the ensuing Annual General Meeting.

BoarD EVaLUation

Pursuant to section 134(3) of the Act read with Schedule IV thereto and in terms of clause 49 of the Listing Agreement with the Stock Exchanges, your Company has set up a policy for the performance evaluation of all Directors.

Performance of each of your Directors is evaluated basis several factors by the entire Board excluding the Director being evaluated. Your Company has also set up Performance Evaluation Policy for its Independent Directors and Executive Directors interalia which include independent view on Key appointments and strategy formulation, safeguard of stakeholders interest, raising concerns, if any to the Board, update of skills and knowledge, strategic planning for finance and business related, operational performance level of the Company, qualification and leadership skills etc. The Board of Directors of your Company discusses and analyses its own performance on an annual basis, together with suggestion for improvements thereon based on the performance objectives set for the Board as a whole. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results. Your Company has formulated a separate Evaluation Policy for its Board members, which is available on the website of your Company.

None of the independent directors are due for re-appointment.

traininG of inDEpEnDEnt DirECtorS

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with your Company’s procedures and practices. Periodic presentations are made at the Board Meetings and the Board Committee Meetings on business and performance updates of your Company, global business environment, business strategy and risks involved.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to your Directors.

Every new Independent Director of the Board attends an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management Personnel make presentations to the inductees about your Company’s strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.

Further at the time of appointment of an Independent Director, your Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. The format of letter of appointment is available on the website of your Company. Your Company has set up a separate Familiarisation program for newly appointed Independent Directors and the same is available on the website of your Company.

CoDE of BUSinESS ConDUCt anD EtHiCS for DirECtorS/ manaGEmEnt pErSonnEL

The Code of Business Conduct and Ethics for Directors/Management Personnel (‘the Code’), as adopted by the Board, is a comprehensive Code applicable to Directors and Senior Management Personnel of your Company. The Code, while laying down in detail, the standards of business conduct and ethics also deals with governance aspects. A copy of the Code has been uploaded on your Company’s website www.vipindustries.co.in The Code has been circulated to Directors and Management Personnel and its compliance is affirmed by them regularly on an annual basis.

A declaration signed by your Company’s Managing Director is published in this Report.


DirECtorS’ rEport

nUmBEr of BoarD mEEtinGS ConDUCtED DUrinG tHE yEar UnDEr rEViEW

Your Company’s Board of Directors met four times during the financial year under review. A calendar of Meetings is prepared and circulated in advance to your Directors. During the year under report, four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the period prescribed under the Companies Act, 2013.

KEy manaGEriaL pErSonnEL

The Key Managerial Personnel of your Company are Ms. Radhika Piramal, Managing Director, Mr. Jogendra Sethi, Chief Financial Officer and Mr. Shreyas Trivedi, General Manager–Legal & Company Secretary. All the three Key Managerial Personnel prescribed under the said Act were in the employment of your Company even prior to the Companies Act, 2013 became applicable.

aUDitorS

Statutory auditors

M/s. M. L. Bhuwania & Co., Chartered Accountants, Statutory Auditors hold office till the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue, if so appointed. As required under the provisions of Section 139 and Section 141 of the Companies Act, 2013, your Company has received a written certificate from the Statutory Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

The Report does not contain any qualifications, reservations or adverse remarks.

A proposal seeking their re-appointment is provided as a part of the Notice convening the ensuing Annual General Meeting.

internal auditors

M/s. Suresh Surana & Associates LLP were the Internal Auditors of your Company for the financial year 2014-15. Based on the recommendation of the Audit Committee of your Company, the Board of Directors of your Company has appointed M/s. Suresh Surana & Associates LLP as the Internal Auditors of your Company for the financial year 2015-16.

Secretarial auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Ragini Chokshi & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of your Company. The Secretarial Audit Report for the financial year 2014-15 forms part of the Annual Report as Annexure B to the Board’s report.

The Report does not contain any qualifications, reservations or adverse remarks.

The Board has appointed M/s. Ragini Chokshi & Associates, a firm of Company Secretaries in Practice, as the Secretarial Auditors of your Company for the financial year 2015-16.

CorporatE SoCiaL rESponSiBiLity CommittEE

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company at its meeting held on 20th May 2014 had constituted Corporate Social Responsibility Committee comprising of Mr. Dilip G. Piramal, Ms. Radhika Piramal and Mr. Vijay Kalantri as members of the Committee.

The Committee’s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of ‘Corporate Social Responsibility Policy’, observe practices of Corporate Governance at all levels, and to suggest remedial measures wherever necessary.

The Committee’s constitution and terms of reference meet with the requirements of the Companies Act, 2013.

The annual report on CSR activities is appended as Annexure C to the Board’s Report.

ViGiL mECHaniSm

Your Company has established a Vigil Mechanism Policy for your Directors and employees to safeguard against victimisation of persons who use vigil mechanism and report genuine concerns. The Audit Committee shall oversee the vigil mechanism.


DirECtorS’ rEport

intErnaL finanCiaL ControL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

matEriaL SUBSiDiariES

Your Company has established a Policy for determining Material Subsidiaries and the same is available on the website of your Company viz. www.vipindustries.co.in

partiCULarS of ContraCtS or arranGEmEntS maDE WitH rELatED partiES

Your Company has established a Policy for determining related party transactions. The Audit Committee oversees the related party transactions. The Related Party Transaction Policy is available on the website of your Company.

None of the transactions with any of related parties were in conflict with your Company’s interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No.32 of the Standalone Financial Statements, forming part of the Annual Report.

Your Company’s major related party transactions are generally with its subsidiaries and associates. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialisation and your Company’s long-term strategy and capital resources of subsidiaries and associates.

All related party transactions are negotiated on arm’s length basis and are intended to further your Company’s interests.

partiCULarS of EmpLoyEES & EmpLoyEE StoCK option SCHEmE

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.

Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of your Company. The said information is available for inspection at the registered office of your Company during working hours and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.

During the year under review, no fresh stock options have been granted by your Company. Accordingly, no new equity shares have been allotted under the Employee Stock Option Scheme of your Company. Hence, no disclosure under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 have been made during the year under review.

SiGnifiCant anD matEriaL orDErS

There are no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and your Company’s operations in future.

tranSfEr of UnCLaimED DiViDEnD to inVEStor EDUCation anD protECtion fUnD

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year 2007-08 is due for remittance to the Investor Education and Protection Fund established by the Central Government on 3rd September 2015.

partiCULarS of LoanS, GUarantEES or inVEStmEntS maDE UnDEr SECtion 186 of tHE CompaniES aCt, 2013

There were no loans, guarantees or investments made by your Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

annUaL rEtUrn

The extracts of Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is annexed herewith as Annexure D.


DirECtorS’ rEport

rEmUnEration ratio of tHE DirECtorS / KEy manaGEriaL pErSonnEL (Kmp) / EmpLoyEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:

S. no. name Designation remuneration paid for the financial year 2014-15

(in `)1. Mr. Dilip G. Piramal Chairman 1,70,06,5552. Ms. Radhika Piramal Managing Director 2,00,74,3433. Mr. Ashish K. Saha Director – Works 60,82,2454. Mr. Jogendra Sethi Chief Financial Officer 1,09,85,6285. Mr. Shreyas Trivedi General Manager- Legal & Company Secretary 41,27,832

1. A brief write up on the Human Resource Department and initiatives taken during the year 2014-15

During the year under review, Human Resources department of your Company focused on effective execution of plans through its qualified workforce. Through a structured recruitment and training process, your Company identified the need of training and trained the workforce to improve capabilities. A structured recruitment process has helped your Company attract the right talent at all levels.

Your Company has commenced the journey to become a Great Place to Work® where employees trust the company they work for, take pride in what they do and enjoy the company of the people they work with. Your Company strongly believe that an engaged workforce is critical in achieving its business goals and building a sustainable organization.

In spite of a written agreement with respect to the retirement age in your Company being 56 years, which has been in place since 2004 onwards and re-affirmed in 2009, some workers have disputed this retirement age and the matter has been referred to the Industrial Tribunal, Nashik. The relationship with the Union at plant locations continues to be cordial, professional and productive.

The employee strength as on 31st March 2015 was 1938.

2. Your Directors’ Remuneration (without variable pay / commission) to the median remuneration of the employees of your Company for the year 2014-15 was as under:

Director's name ratio of remuneration of each Director to the median employees’ remuneration

Mr. Dilip G. Piramal 39xMs. Radhika Piramal 51xMr. Ashish K. Saha 20x

3. The Percentage increase in remuneration of all Executive Directors, Chief Financial Officer and Company Secretary were as under:

name Designation increaseMr. Dilip G. Piramal Chairman 0.00%Ms. Radhika Piramal Managing Director 12.00%Mr. Ashish K. Saha Director – Works 19.00%Mr. Jogendra Sethi Chief Financial Officer 15.00%Mr. Shreyas Trivedi General Manager – Legal & Company

Secretary16.00%

4. The percentage increase in the median remuneration of employees for the financial year 2014–15 is at 14%. The percentage increase in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.

5. Your Company considered the following factors while recommending the increase in compensations.

1. Financial performance of your Company

2. Sales growth of your Company during the year under review


DirECtorS’ rEport

3. Salary Benchmarking against peer companies

4. Industry benchmarks

6. Your Company provided an average increase in remuneration of 14.33% to Key Managerial Personnel against an overall average increase in median salaries of 14%.

7. The comparison of remuneration of each of the Key Managerial personnel against the performance of your Company is as below:

Managing Director: 4.27% of net profits for the year 2014-15

Chief Financial Officer: 2.43% of net profits for the year 2014-15

General Manager – Legal & Company Secretary: 0.88% of net profits for the year 2014-15

8. The variable payout for Directors is linked with your Company performance as well as individual performance. In the year 2013–14, your Company had met the profitability targets, hence the individual linked variable pay as well as Company linked variable pay was paid.

9. There are no employees of your Company who received remuneration in excess of the highest paid Director of your Company.

ConSErVation of EnErGy, tECHnoLoGy aBSorption anD forEiGn EXCHanGE EarninGS anD oUtGo

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure A as attached to this report.

inDUStriaL rELationS

Industrial relations remained cordial throughout the year under review.

aCKnoWLEDGEmEnt

Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.

By Order of the Board of Directors

DiLip G. piramaL Chairman

Place: Mumbai

Dated: 14th May 2015


Disclosures of particulars with respect to Conservation of energy, Technology absorption and Foreign exchange earnings and outgo as required under the Companies (Accounts) Rules, 2014.

(a) ConSErVation of EnErGy:

i) Following steps taken resulted in cost saving in the area of conservation of energy

- Reduced filling time of machine

- Optimized usage of utilities and controlled cooling tower system

- Utilized existing small compressor for ABS Extruder, caliberated pressure transducer of ABS Extruder and Thermoforming machines

- Energy consumption in Screw type Air Compressor was reduced

- Reduced pump idle rpm of SPM850 Machine

- MIDC Pump house - pump motor replaced by energy efficient Submersible pump motor

- Used 2 Air compressors of 60 KW in place of 67 KW for PC forming machines

- Changed the connections of motor of two Mechanical presses from Delta to Star and reduced loading, Replaced fixtures

ii) Steps taken for utilizing alternate sources of energy – Nil

iii) Capital investment on energy conservation equipments – Nil

(B) tECHnoLoGy aBSorption:

i) Following efforts were made towards technology absorption.

- REACH compliance and compliance of regulation for Cadmium, 13P, 6 PAH & SCCP in PC and PP luggage

- Development of PC case with front pocket feature

- Development of new print designs in PC films

- Development of Bottom loading PC zippered case

- In-house development of Locks & Metal logos

- Multilayer extrusion facility

- Sourcing of cost effective raw materials for PC zippered cases

- Indigenization of Zippered locks for PP luggage

- Development of re-engineered low cost PC luggage

- 2 station vacuum forming facility

- Indigenization of PC / ABS Roller texturing facility

ii) Benefits derived like product improvement, cost reduction, product development or import substitution

- Polycarbonate luggage with improved reliability and aesthetics

- World Class products offered to consumers at low price considering durability & reliability

- Light weight, high impact resistant and better aesthetics Polycarbonate products offered to consumers

- Innovative features

- Enhancement of PC production capacity

DirECtorS’ rEport

annEXUrE – a


annEXUrE – aiii) In case of imported technology (imported during last 3 years reckoned from the beginning of the financial year):

Information provided in the table below

Sr. No.

Details of the technology imported

Year of import

Whether the technology been fully

absorbed

If not fully absorbed, areas where absorption has not taken place and

the reasons thereof1 2 station vacuum forming

facility2014 Yes -

2 Multilayer extrusion in PC 2014 Yes -3 Developed new single stem

trolley system & wheeling systems

2013 Yes -

4 Adoption of Low thickness printed PC films for making zippered cases.

2013 Yes -

5 Developed new product feature of front pocket in PC zippered luggage.

2015 Yes -

(C) forEiGn EXCHanGE EarninGS anD oUtGo:

Total foreign exchange used and earned during the year: (` in Crores)

Used 351.36

Earned 94.67


Place : Mumbai DiLip G. piramaLDated :14th May 2015 Chairman

DirECtorS’ rEport


form no. mr-3SECrEtariaL aUDit rEport

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014]

for tHE pErioD 01-04-2014 to 31-03-2015

To, The Members V i p inDUStriES LimitED 78-A MIDC Estate, Satpur, Nasik-422007 Maharashtra

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by V i p inDUStriES LimitED (Cin : L25200mH1968pLC013914) (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.management’s responsibility for secretarial CompliancesThe Company’s management is responsible for preparation and maintenance of secretarial records and for devising systems to ensure compliances with the provision of applicable laws and regulations. auditors responsibilityOur responsibility is to express an opinion on the secretarial records, standard and procedures followed by the company with respect to secretarial compliances.We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for to provide a basis for our opinion.Based on our verification of V i p inDUStriES LimitED (the Company) books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has during the audit period 1st april 2014 to 31st march 2015 (“the reporting period”) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the period 1st april 2014 to 31st march 2015 according to the provisions of:(i) The Companies Act, 2013 (“the Act”) and the rules made thereunder;(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;(iv) Foreign Exchange Management Act,1999 and the Rules and Regulation made there under to the extent of Foreign Direct

Investment, Overseas Direct Investment and External Commercial Borrowings; (not appLiCaBLE)(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI

Act’):a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

not applicable as there was no Substantial acquisition of Shares & takeover made during the yearb. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 Compliedc. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009- not

applicable as the Company did not issue any security during the financial year under reviewd. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase

Scheme) Guidelines, 1999- not applicable as the Company did not have any scheme for its employees during the financial year under review.

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- not applicable as the Company has not issued any debt securities during the financial year under review.

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f. The securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the companies act and dealing with client- not applicable as the Company is not registered as registrar to an Issue and Share Transfer Agent during the financial year under review.

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009- not applicable as the Company has not delisted its equity shares from any stock exchange during the financial year under review.

h. Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2009- not applicable as the Company has not bought back any of its securities during the financial year under review.

(vi) We have relied on the certificates obtained by the Company from the Management Committee/Function heads and based on the report received, there has been due compliance of all laws, orders, regulations and other legal requirements of the central, state and other Government and Legal Authorities concerning the business and affairs of the company.

We are of the opinion that the management has complied with the following laws specifically applicable to the Company:-

1. Factories Act, 1948 2. MIDC, Nashik and other local municipal Authorities & Act framed thereunder3. Legal Metrology Act,20094. Maharashtra Recognition of Trade Unions and Prevention of Unfair Labour Practices (Amendment) Act, 19975. Negotiable Instruments Act, 18816. Works Contract Rules, 20077. Industrial Disputes Act, 1947 8. Employees’ State Insurance Act, 19489. Environment (Protection) Act,198610. Water (Prevention and Control of Pollution) Act, 198111. Air (Prevention and Control of Pollution) Act, 197412. Hazardous Waste (Management and Handling) Rules, 198913. Minimum Wages Act, 1948

We have also examined compliance with applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India. not applicable since these Secretarial Standards will come into effect from 1st July, 2015 hence not applicable to the Company during the audit period under review

b) Listing Agreement with the National Stock Exchange of India Limited / the Bombay Stock Exchange.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulation and guidelines.

For Ragini Chokshi & Associates

Place : Mumbai Mrs. Ragini Chokshi Date : 14/05/2015 C.P.No. 1436

FCS No. 2390

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annUaL rEport on CSr aCtiVitiESV.I.P. Industries Ltd. (VIP) practices its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interests of its stakeholders.

VIP recognizes that its business activities have wide impact on the society in which it operates, and therefore an effective practice is required, giving due consideration to the interests of its stakeholders including shareholders, customers, employees, suppliers, business partners, local communities and other organizations. The Company endeavors to make CSR a key business process for sustainable development. The Company undertakes various activities relating to:

(i) eradicating extreme hunger and poverty;

(ii) promotion of education;

(iii) promoting gender equality and empowering women;

(iv) reducing child mortality and improving maternal health;

(v) combating human immunodeficiency virus, acquired immune deficiency syndrome, malaria and other diseases;

(vi) ensuring environmental sustainability;

(vii) employment enhancing vocational skills;

(viii) social business projects;

(ix) contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government or the State Governments for socio-economic development and relief and funds for the welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women; and

(x) other matters as may be decided from time to time

1. The CSR Committee consists of the following Directors:

- Mr. Vijay Kalantri

- Mr. Dilip G. Piramal

- Ms. Radhika Piramal

2. Average net profit of the Company for last three financial years :

year Net Profit as per Section 198 of the Companies Act, 2013 (` in crores)

2011-12 68.912012-13 45.872013-14 63.21Average net profits of last three years 59.332% of the average net profits of last three years 1.19

3. Prescribed CSR Expenditure: The Company spent ` 2.5 crores as against prescribed 2% of the average net profit of last three years of ` 1.19 crores.

4. Following details of CSR spent during the financial year 2014-15 are given herein below in tabular format.

(a) Total amount to be spent for the financial year;

(b) Amount unspent, if any;

(c) Manner in which the amount spent during the financial year.

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Manner in which the amount spent during the financial year is detailed below.

Sr no

projects/activities

Sector Locations District (state)

amount outlay

(Budget) project or programs wise (`)

amount spent on the

project or programs

(`)

Cumulative Expenditure

upto reporting period (`)

amount disbursed by Vip (`)

amount Spent:Direct or through

implementing agency

amount unspent

(`)

1 Preparation and distribution of Midday meals to 42,900 under privileged children in municipal & Govt aided schools in Tardeo

Nutrition and Education

Municipal & Govt. Aided schools in Tardeo

1,53,65,064 2,50,00,284 2,50,00,284 2,50,00,000 Amount spent through

ISKCON Food Relief Foundation

Nil

2 Preparation and distribution of Midday meals to 26,902 under privileged children in municipal & Govt aided schools in Mira Road

Nutrition and Education

Municipal & Govt. Aided schools in Mira Road

96,35,220

total: 2,50,00,284

We hereby confirm that the CSR policy as approved by the Board has been implemented and the CSR Committee monitors the implementation of the CSR projects and activities in compliance with the CSR objectives.

Sd/-

Radhika Piramal Managing Director

Sd/-

Vijay Kalantri (Chairman, CSR Committee)

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form no. mGt 9

EXtraCt of annUaL rEtUrn

As on financial year ended on 31st march 2015

pursuant to Section 92 (3) of the Companies act, 2013 and rule 12(1) of the Companies (management & administration) rules, 2014.

i. rEGiStration & otHEr DEtaiLS:

1. CIN L25200MH1968PLC0139142. Registration Date 27.1.19683. Name of the Company V.I.P. INDUSTRIES LIMITED4. Category/Sub-category of the Company PUBLIC COMPANY/ LIMITED BY SHARES5. Address of the Registered office &

contact details78 A, MIDC ESTATE, SATPUR, NASHIK – 422 007TEL: 91-253-2406700FAX: 91-253-2350756 Email: [email protected]

6. Whether listed company YES7. Name, Address & contact details of the

Registrar & Transfer Agent, if any.LINK INTIME INDIA PVT. LTD.C-13 PANNALAL SILK MILLS COMPOUND,L.B.S. MARG, BHANDUP (WEST)MUMBAI-400 078TEL: 91-22-25963838FAX: 91-22-25946969EMAIL: [email protected]

ii. prinCipaL BUSinESS aCtiVitiES of tHE Company (All the business activities contributing 10% or more of the total turnover of the Company shall be stated):

Sr. no.

name and Description of main products / services

niC Code of the product/service

% to total turnover of the Company

1 Hard & Soft Luggages and Ladies Handbags 22205, 15121 & 15122 99%

iii. SHarE HoLDinG pattErn (Equity Share Capital Breakup as percentage of total Equity):

a) Category-wise Share Holding -

Category of Shareholders

no. of Shares held at the beginning of the year [as on 31-march-2014]

no. of Shares held at the end of the year[as on 31-march-2015]

% Change during

the year Dematerialised physical total % of total Shares

Dematerialised physical total % of total Shares

a. promoters (1) indian a) Individual/ HUF 803270 0 803270 0.57 803270 0 803270 0.57 Nil b) Central Govt 0 0 0 0 0 0 0 0 c) State Govt(s) 0 0 0 0 0 0 0 0 d) Bodies Corp. 73293250 0 73293250 51.86 73293250 0 73293250 51.86 Nil e) Banks / FI 0 0 0 0 0 0 0 0 f) Any other 0 0 0 0 0 0 0 0total shareholding of promoter (a) 74096520 0 74096520 52.43 74096520 0 74096520 52.43 NilB. public Shareholding 1. institutions a) Mutual Funds 3649444 21750 3671194 2.60 15070524 21750 15092274 10.68 8.08 b) Banks / FI 220759 3500 224259 0.16 70670 3500 74170 0.05 (0.11) c) Central Govt 0 0 0 0 0 0 0 0 d) State Govt(s) 0 0 0 0 0 0 0 0 e) Venture Capital Funds 0 0 0 0 0 0 0 0

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Category of Shareholders

no. of Shares held at the beginning of the year [as on 31-march-2014]

no. of Shares held at the end of the year[as on 31-march-2015]

% Change during

the year Dematerialised physical total % of total Shares

Dematerialised physical total % of total Shares

f) Insurance Companies 0 500 500 0 0 500 500 0 Nil g) FIIs 8134738 34000 8168738 5.78 2971780 34000 3005780 2.13 (3.65) h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 i) Others (specify) 0 0 0 0 0 0 0 0Sub-total (B)(1):- 12004941 59750 12064691 8.54 18112974 59750 18172724 12.86 4.32 2. non-institutions a) Bodies Corp. i) Indian 5093320 16250 5109570 3.62 4408372 16250 4424622 3.13 (0.49) ii) Overseas 0 35000 35000 0.02 0 35000 35000 0.02 Nil b) Individuals

i) Individual shareholders holding nominal share capital upto ` 1 lakh

17466900 5140967 22607867 16.00 16045406 4926531 20971937 14.84 (1.16)

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

23625847 0 23625847 16.72 17064665 0 17064665 12.08 (4.64)

c) Others (specify) Non Resident Indians (Repat) 604560 725375 1329935 0.94 532012 710125 1242137 0.88 (0.06) Non Resident Indians (Non Repat) 219983 1000 220983 0.15 199590 1000 200590 0.14 (0.01) Market Maker 94967 0 94967 0.07 27307 0 27307 0.02 (0.05) Foreign Portfolio Investor (Corporate) 0 0 0 0 4691736 0 4691736 3.32 3.32 Foreign Nationals 500 0 500 0 0 0 0 0 Clearing Members 1947409 0 1947409 1.38 225631 0 225631 0.16 (1.22) Trusts 6000 0 6000 0 160 0 160 0 Nil Directors/Relatives 0 85000 85000 0.06 92750 0 92750 0.07 0.01 Hindu Undivided Family 91526 1500 93026 0.07 70036 1500 71536 0.05 (0.02) Foreign Bodies - D R 0 0 0 0 0 0 0 0Sub-total (B)(2):- 49151012 6005092 55156104 39.03 43357665 5690406 49048071 34.71 (4.32)total public Shareholding (B)=(B)(1)+ (B)(2)

61155953 6064842 67220795 47.57 61470639 5750156 67220795 47.57 Nil

C. Shares held by Custodian for GDrs & aDrs

0 0 0 0 0 0 0 0

Grand total (a+B+C) 135252473 6064842 141317315 100 135567159 5750156 141317315 100 nil

B) Shareholding of promoter-Sr. no.

Shareholder’s name

Shareholding at the beginning of the year Shareholding at the end of the year % change in shareholding

during the year

no. of Shares % of total Shares of the

company

%of Shares pledged /

encumbered to total shares

no. of Shares % of total Shares of the

company

%of Shares pledged /

encumbered to total shares

1 DGP Securities Ltd 36581765 25.8863 NIL 36581765 25.8863 NIL No Change2 Vibhuti Investments Co. Ltd 21862645 15.4706 NIL 21862645 15.4706 NIL No Change3 Kiddy Plast Ltd 4749340 3.3608 NIL 4749340 3.3608 NIL No Change4 Kemp & Company Ltd 3299980 2.3352 NIL 3299980 2.3352 NIL No Change5 Alcon Finance and Investments

Ltd2743355 1.9413 NIL 2743355 1.9413 NIL No Change

6 DGP Enterprises Pvt Ltd 2388500 1.6902 NIL 2388500 1.6902 NIL No Change7 DGP Capital Management Ltd 1667665 1.1801 NIL 1667665 1.1801 NIL No Change8 Shalini D. Piramal 233500 0.1652 NIL 233500 0.1652 NIL No Change9 Radhika D. Piramal 222000 0.1571 NIL 222000 0.1571 NIL No Change

10 Dilip G. Piramal 203020 0.1437 NIL 203020 0.1437 NIL No Change11 Aparna D. Piramal 144750 0.1024 NIL 144750 0.1024 NIL No Change

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C) Change in promoters’ Shareholding (please specify, if there is no change)-Sr. No.

Particulars Shareholding at the beginning of the year Cumulative Shareholding during the yearNo. of shares % of total shares of

the CompanyNo. of shares % of total shares of

the Company1 At the beginning of the year 74096520 52.43 74096520 52.432 Date wise Increase / Decrease in Promoters Shareholding

during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.):

No Change No Change No Change No Change

3 At the end of the year 74096520 52.43 74096520 52.43

D) Shareholding pattern of top ten Shareholders (other than Directors, promoters and Holders of GDrs and aDrs)-Sl. no.

name Shareholding Date increase/ Decrease in

shareholding

reason Cumulative Shareholding during the year

(01-04-2014 to 31-03-2015)no. of Shares at the beginning

(01-04-2014)/end of the year

(31-03-2015)

% of total shares of the

Company no. of Shares


Company1 Rakesh Jhunjhunwala 6315000 4.47 1.4.2014 0 No movement

during the year0 0

6315000 4.47 31.3.20152 Sudhir Mohanlal Jatia 6000000 4.24 1.4.2014

23.1.2015 -100000 Sale 5900000 4.1730.1.2015 -100000 Sale 5800000 4.1013.2.2015 -48850 Sale 5751150 4.0720.2.2015 -1150 Sale 5750000 4.0727.2.2015 -15000 Sale 5735000 4.06

5735000 4.06 31.3.2015 5735000 4.063 Somerset Emerging Markets Small

Cap Fund LLC4653618 3.2930 1.4.2014

16.5.2014 249494 Purchase 4903112 3.46961.8.2014 -315216 Sale 4587896 3.2465

22.8.2014 -120152 Sale 4467744 3.161512.9.2014 -377453 Sale 4090291 2.89445.12.2014 -87600 Sale 4002691 2.8324

6.2.2015 -8951 Sale 3993740 2.826113.2.2015 -69962 Sale 3923778 2.776620.2.2015 -107550 Sale 3816228 2.700527.2.2015 -11154 Sale 3805074 2.6926

3805074 2.6926 31.3.2015 3805074 2.69264 Jhunjhunwala Rakesh Radheshyam 6175500 4.3700 1.4.2014

25.4.2014 -500000 Sale 5675500 4.01612.5.2014 -500000 Sale 5175500 3.66239.5.2014 -312500 Sale 4863000 3.4412

16.5.2014 -1187500 Sale 3675500 2.600930.5.2014 -500000 Sale 3175500 2.247113.6.2014 -20000 Sale 3155500 2.232930.9.2014 278888 Purchase 3434388 2.4303

9.1.2015 -900000 Sale 2534388 1.793427.2.2015 -8000 Sale 2526388 1.787727.3.2015 3389112 Purchase 3655500 2.5867

3655500 2.5867 31.3.2015 3655500 2.58675 Narendra Kumar Agarwal 2239570 1.5848 1.4.2014

27.2.2015 -489570 Sale 1750000 1.238313.3.2015 -1039160 Sale 710840 0.503020.3.2015 -710840 Sale 0 0.0000

0 0.0000 31.3.2015 0 0.00006 Ramgopal Textiles Ltd 2000000 1.4153 1.4.2014 0 No movement

during the year0 0

2000000 1.4153 31.3.20157 National Westminster Bank Plc

as Depositary of PFS Somerset Emerging Markets Small Cap Fund

1027780 0.7273 1.4.2014

4.4.2014 -89119 Sale 938661 0.664211.4.2014 -76635 Sale 862026 0.610018.4.2014 -96913 Sale 765113 0.5414

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Sl. no.

name Shareholding Date increase/ Decrease in

shareholding

reason Cumulative Shareholding during the year

(01-04-2014 to 31-03-2015)no. of Shares at the beginning

(01-04-2014)/end of the year

(31-03-2015)


Company no. of Shares


Company25.4.2014 -99117 Sale 665996 0.47139.5.2014 -51916 Sale 614080 0.43454.7.2014 42716 Purchase 656796 0.46486.2.2015 -1045 Sale 655751 0.4640

13.2.2015 -8175 Sale 647576 0.458220.2.2015 -12570 Sale 635006 0.449327.2.2015 -1304 Sale 633702 0.4484

633702 0.4484 31.3.2015 633702 0.44848 Goldman Sachs India Fund Limited 921321 0.6520 1.4.2014

4.4.2014 148713 Purchase 1070034 0.757211.4.2014 55093 Purchase 1125127 0.796218.4.2014 301793 Purchase 1425920 1.009016.5.2014 285667 Purchase 1711587 1.211230.5.2014 365417 Purchase 2077004 1.469720.6.2014 892259 Purchase 2969263 2.101130.6.2014 38614 Purchase 3007877 2.12858.8.2014 -1162359 Sale 1845518 1.3059

15.8.2014 -177414 Sale 1668086 1.180422.8.2015 -297944 Sale 1370142 0.969529.8.2014 -188104 Sale 1182038 0.8364

5.9.2014 -1182038 Sale 0 0.00000 0.0000 31.3.2015 0 0.0000

9 MV SCIF Mauritius 405342.0000 0.2868 1.4.20144.4.2014 9072 Purchase 414414 0.2933

11.4.2014 31745 Purchase 446159 0.31572.5.2014 9066 Purchase 455225 0.32219.5.2014 31731 Purchase 486956 0.3446

16.5.2014 77113 Purchase 564069 0.399223.5.2014 9068 Purchase 573137 0.405630.5.2014 31787 Purchase 604924 0.4281

6.6.2014 31647 Purchase 636571 0.450513.6.2014 117528 Purchase 754099 0.533620.6.2014 -46 Sale 754053 0.533630.6.2014 -22815 Sale 731238 0.5174

4.7.2014 27300 Purchase 758538 0.536811.7.2014 -4550 Sale 753988 0.533518.7.2014 -22765 Sale 731223 0.517425.7.2014 22750 Purchase 753973 0.5335

8.8.2014 -18223 Sale 735750 0.520615.8.2014 -27337 Sale 708413 0.501322.8.2014 -31900 Sale 676513 0.478730.9.2014 -43591 Sale 632922 0.4479

10.10.2014 -41701 Sale 591221 0.418417.10.2014 -18532 Sale 572689 0.405324.10.2014 -27846 Sale 544843 0.385531.10.2014 -1552 Sale 543291 0.384414.11.2014 3166 Purchase 546457 0.386721.11.2014 -1673 Sale 544784 0.38555.12.2014 9561 Purchase 554345 0.3923

12.12.2014 4598 Purchase 558943 0.395519.12.2014 -13722 Sale 545221 0.385831.12.2014 -89929 Sale 455292 0.3222

2.1.2015 12542 Purchase 467834 0.331113.2.2015 11475 Purchase 479309 0.339227.3.2015 -20467 Sale 458842 0.3247

462708 0.3274 31.3.2015 3866 Purchase 462708 0.327410 Infina Finance Private Ltd 400527 0.2834 1.4.2014

4.4.2014 -202500 Sale 198027 0.140123.5.2014 -197874 Sale 153 0.00016.6.2014 -153 Sale 0 0.0000

0 0.0000 31.3.2015 0 0.0000

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E) Shareholding of Directors and Key managerial personnel-Sr. no.

Shareholding of each Directors and each Key managerial personnel

Shareholding at the beginning of the year Cumulative Shareholding during the yearno. of shares % of total shares of

the Companyno. of shares % of total shares of

the Company1 Ms. Radhika Piramal 222000 0.1571 222000 0.15712 Mr. Dilip G Piramal 203020 0.1437 203020 0.14373 Mr. Ashish Saha Nil Nil 1 14 Mr. D. K. Poddar Nil Nil Nil Nil5 Mr. G. L. Mirchandani Nil Nil Nil Nil6 Mr. Vijay Kalantri Nil Nil Nil Nil7 Mr. Nabankur Gupta Nil Nil Nil Nil8 Mr. Rajeev Gupta Nil Nil Nil Nil9 Mr. Jogendra Sethi 1 0.00 1 0.00

10 Mr. Shreyas Trivedi 1 0.00 1 0.00

iV. inDEBtEDnESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment:

Secured Loans excluding deposits

Unsecured Loans Deposits total indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount 14.79 1.29 0 16.08 ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0

total (i+ii+iii) 14.79 1.29 0 16.08 Change in Indebtedness during the financial year * Addition 12.36 2.59 0 14.95* Reduction net Change 12.36 2.59 0 14.95Indebtedness at the end of the financial year i) Principal Amount 27.15 3.88 0 31.03ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0.01 0 0.01

total (i+ii+iii) 27.15 3.89 0 31.04

V. rEmUnEration of DirECtorS anD KEy manaGEriaL pErSonnEL:

A. Remuneration to Managing Director/Whole-time Directors

(`)Sr. no.

particulars of remuneration

name of mD/WtD total amount

mr. Dilip G.

piramalms. radhika

piramalmr. ashish

K. Saha1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

1,01,77,755 1,24,75,143 58,05,045 2,84,57,943

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 28,800 39,600 32,400 1,00,800

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 2 Stock Option

3 Sweat Equity 4 Commission

- as % of profit - others, specify…

68,00,000 68,00,000 Nil

1,36,00,000

5 Others (Company’s Contribution to Provident Fund) Nil 7,59,600 2,44,800 10,04,400 Total (A) 1,70,06,555 2,00,74,343 60,82,245 4,31,63,143

Ceiling as per the Act (@10% of profits calculated under section 198 of the Companies Act, 2013)

- - - 6,90,04,754

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B. Remuneration to other directorsSr. no.

particulars of remuneration name of Directors total amount

(in `)1 Independent Directors Mr. Vijay Kalantri Mr. D. K.Poddar Mr. G. L. Mirchandani Mr. Nabankur Gupta Mr. Rajeev GuptaFee for attending board committee meetings

1,80,000 1,45,000 1,45,000 65,000 80,000 6,15,000

Commission 0 0 0 0 0 0Others, please specify 0 0 0 0 0 0total (1) 1,80,000 1,45,000 1,45,000 65,000 80,000 6,15,000

2

Other Non-Executive Directors/Promoters

- - - - - -

Fee for attending board committee meetings

0 0 0 0 0 0

Commission 0 0 0 0 0 0Others, please specify 0 0 0 0 0 0Total (2) 0 0 0 0 0 0

Total (B)=(1+2) 1,80,000 1,45,000 1,45,000 65,000 80,000 6,15,000Total Managerial Remuneration 1,80,000 1,45,000 1,45,000 65,000 80,000 6,15,000Ceiling as per the Act (@1% of profits calculated under section 198 of the Companies Act, 2013)

- - - - - 69,00,475

C. Remuneration to Key Managerial Personnel other than MD/WTDSr. no.

particulars of remuneration mr. Jogendra Sethi, Chief Financial Officer

mr. Shreyas trivedi, General manager-Legal &

Company Secretary

total amount

(in `)1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

1,04,97,828 39,22,632 1,44,20,460

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 32,400 32,400 64,800(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

2 Stock Option - - - 3 Sweat Equity - - - 4 Commission - - - - as % of profit others, specify…

5 Others (Company’s Contribution to Provident Fund) 4,55,400 1,72,800 6,28,200

Total 1,09,85,628 41,27,832 1,51,13,460

Vi. pEnaLtiES / pUniSHmEnt/ CompoUnDinG of offEnCES:type Section of the

Companies actBrief

DescriptionDetails of penalty

/ punishment/ Compounding fees

imposed

authority [rD / nCLt/ CoUrt]

appeal made, if any (give Details)

a. CompanyPenalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil NilB. DirECtorSPenalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil NilC. otHEr offiCErS in DEfaULtPenalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil Nil

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rEport on CorporatE GoVErnanCE

annEXUrE to tHE DirECtorS’ rEport

Company’S pHiLoSopHyThe Company is committed to adopt the best Corporate Governance practices and endeavours continuously to implement the code of Corporate Governance in its true spirit. The philosophy of the Company in relation to Corporate Governance is to ensure transparency in all its operations, make disclosures and enhance shareholders’ value without compromising in any way in complying with the laws and regulations. The Company believes that Corporate Governance is all about maintaining a valuable relationship and trust with the Stakeholders. The Company has a defined policy framework for ethical conduct and business.

The Board of Directors acknowledges that it has a fiduciary relationship and a corresponding duty towards the stakeholders to ensure that their rights are protected. Through the Governance mechanism in the Company, the Board along with its Committees endeavours to strike a right balance with its various stakeholders.

BoarD of DirECtorSBoard procedureThe Board meets at least once in a quarter, interalia, to review the quarterly performance and the financial results. The Board Meetings are generally scheduled well in advance and the notice of each Board Meeting is given in writing to each Director. The board papers, comprising of the agenda backed by comprehensive background information are circulated to the Directors in advance.

Composition of the Board:

The Board of Directors of the Company (the Board) consisted of eight Directors as on 31st March 2015 out of which five are Non-executive Independent Directors in terms of Clause 49(I)(A) of the Listing Agreement.

None of the Directors on the Board are a member of more than ten Committees and Chairman of more than five Committees across all companies in which they are Directors.

During the financial year 2014-15, four Board Meetings were held on the following dates:

1. 20th May 2014

2. 29th July 2014

3. 29th October 2014

4. 29th January 2015

The details of the Directors on the Board of the Company as on 31st March 2015 are given below:

name Category/Designation

no. of shares

held

attendance particulars

no. ofoutside

Director-ships (*)

no. of outside Committee positions

held @Board meetings

Last aGm Chairman member

Mr. Dilip G. Piramal Chairman (Executive Director)

203020 4 No 5 - -

Ms. Radhika Piramal Managing Director 222000 4 Yes 4 - 1Mr. A. K. Saha Director – Works 1 4 Yes 2 - -Mr. D. K. Poddar Independent,

Non-Executive Director- 3 No 7 1 1

Mr. Vijay Kalantri Independent, Non-Executive Director

- 4 Yes 8 1 3

Mr. G. L. Mirchandani Independent, Non-Executive Director

- 3 No 3 - -

Mr. Nabankur Gupta Independent, Non-Executive Director

- 2 No 7 1 5

Mr. Rajeev Gupta Independent, Non-Executive Director

- 3 No. 6 - 4

NOTE: * Excludes directorship in Indian Private Limited Companies, Foreign Companies, Companies under section 8 of the Companies Act, 2013 and membership of Managing Committees of various bodies.@ Only chairmanship / membership of Audit Committee, and Stakeholders’ Relationship Committee are considered.



As of 31st March 2015, none of the Directors are related to each other except Ms. Radhika Piramal, Managing Director who is related to Mr. Dilip G. Piramal, Chairman, being his daughter.

The information as specified in Annexure X of the Listing Agreement is regularly placed before the Board wherever applicable.

The Board periodically reviews the compliance reports on various laws applicable to the Company.

independent Directors

The Independent Directors of the Company meet the requirements laid down under the Companies Act, 2013 and clause 49 II (B) of the Listing Agreement and have declared that they do not fall under any disqualifications specified under the Companies Act, 2013.

training of independent Directors

Whenever new Independent Director is inducted on the Board, he/she is introduced to the Company’s Policies and procedures through appropriate orientation session, the Company’s organization structure, business, constitution, board procedures, major risks and management strategy. The appointment letters of Independent Directors as placed on the Company’s website at www.vipindustries.co.in under investor relations/ corporate governance / terms & conditions of appointment of Independent Directors is also issued to each Independent Director upon his/her appointment once approved by Members.

performance Evaluation of non-executive and independent Directors

The Board evaluates the performance of Non-executive and Independent Directors every year. All the Non-executive are Independent Directors of the Company and eminent personalities having wide experience in the field of business, industry and administration. Their presence on the Board helps in taking complex business decisions.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of each Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non -Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Separate meeting of the independent Directors

The Independent Directors had held a Separate Meeting on 31st March 2015, without the attendance of Non-Independent Directors and members of Management. All the Independent Directors were present at the meeting wherein interalia, the following items were discussed in detail:

I) Review the performance of non-Independent Directors and the Board as a whole;

II) Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

III) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

familiarization program for independent Directors

The Board of Directors of the Company adopted the Familiarization Program (“the Program”) for Independent Directors of the Company. Some of the key features of the Program are as under:

1. purpose

The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company.

2. familiarization process

The Company through its Executive Directors / Senior Managerial Personnel conducts programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company;



a) Such programs / presentations provides an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them understand the Company’s strategy, business model, industry dynamics, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities, risk appetite and such other areas as may arise from time to time;

b) the programs / presentations also familiarizes the Independent Directors with their roles, rights and responsibilities;

c) The Company circulates news and articles related to the industry on a regular basis and provides specific regulatory updates from time to time;

d) The Company conducts an introductory familiarization program / presentation, when a new Independent Director is inducted on the Board of the Company.

3. review of the program

The Board may review this Program and make suitable amendments / revisions as and when required.

4. Disclosure of the policy

This Policy is uploaded on the Company’s website, viz. www.vipindustries.co.in. For public information and easy accessibility of investors the web link http://www.vipindustries.co.in/corporate-governance.php is provided herein.

CoDE of ConDUCt

As prescribed under the provisions of section 149 of the Companies Act 2013 read with Schedule IV thereto and clause 49 of the Listing Agreement for its Non-executive Independent Directors, the Company has formulated a comprehensive Code of Conduct (the Code) which is applicable to such extent depending upon their roles and resposibilites. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity, one team and Excellence.

A copy of the Code has been uploaded on the Company’s website www.vipindustries.co.in. The Code has been circulated to all the Directors and Management Personnel, and its compliance is affirmed by them annually.

A declaration signed by the Company’s Managing Director for the compliance of this requirements is published in this Report.

aUDit CommittEE

terms of reference:

The Audit Committee of the Company, interalia, provides assurance to the Board on the adequacy of the internal control systems and financial disclosures. Apart from all the matters provided in clause 49 of the Listing Agreement and section 179 of the Companies Act, 2013, the Committee reviews reports of the Internal Auditors, meets Statutory Auditors periodically and discusses their findings, suggestions, internal control systems, scope of audit, observations of the Auditors and reviews accounting policies followed by the Company. The Committee reviews with the management, quarterly / half yearly and annual financial statements before its submission to the Board. The minutes of the Audit Committee meetings are placed and noted at the subsequent meeting of the Board of Directors of the Company.

Composition and attendance at meetings:

The Audit Committee comprises of four members all of whom are financially literate as prescribed under the Listing Agreement. Other than Mr. Dilip G. Piramal, who was appointed as the Whole-time Director with effect from 15th May 2013, all the Committee Members are Non-Executive Independent Directors.

Mr. D. K. Poddar, Independent Director is the Chairman of the Committee. The Managing Director, the Chief Financial Officer, the Statutory Auditors and the Internal Auditors of the Company are the permanent invitees at the meetings of the Committee. The quorum for the Audit Committee meetings is two members, with atleast two Independent Directors to be present at the meeting. The Company Secretary acts as the Secretary to the Committee. Suresh Surana & Associates LLP were the Internal Auditors of the Company for the financial year 2014-15 and are re-appointed for the financial year 2015-16. The Internal Auditors report to the Audit Committee with regard to the audit program, observations and recommendations in respect of different areas of operations of the Company.

The Audit Committee generally meets once in a quarter, inter-alia, to review the quarterly performance and the financial results. The Audit Committee met four times during the year on 20th May 2014, 29th July 2014, 29th October 2014 and 29th January 2015.



The details of the composition, position and attendance at the Audit Committee meetings during the year are as under:

name of the member position no. of meetingsheld

no. of meetingsattended

Mr. D. K. Poddar Chairman 4 3Mr. Dilip G. Piramal Member 4 4Mr. Vijay Kalantri Member 4 4Mr. G. L. Mirchandani Member 4 4

Mr. Vijay Kalantri Member, authorised by the Committee was present at the 47th Annual General Meeting of the Company held on 10th July 2014 to answer the shareholders’ queries.

The minutes of the Audit Committee Meetings forms part of the documents that are regularly placed before the meetings of the Board of Directors. In addition, the Chairman of the Audit Committee informs the Board members about the significant discussions that took place at the Audit Committee meetings.

nomination anD rEmUnEration CommittEE

The Committee’s constitution and terms of reference are in compliance with the provisions of the Companies Act, 2013, Clause 49 of the Listing Agreement and Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as amended from time to time.

terms of reference:

The Nomination and Remuneration Committee of the Company reviews, assesses and recommends the performance of managerial personnel on a periodical basis and also reviews their remuneration package and recommends suitable revision to the Board. The Committee also looks into and decides on all issues related to the proposals of the Company’s Employees’ Stock Option Scheme and other matters connected thereto.

Composition and attendance at meetings:

The Nomination and Remuneration Committee comprises of four members. Other than Mr. Dilip G. Piramal, all the Committee Members are Non-Executive Independent Directors.

Mr. D. K. Poddar, Independent Director is the Chairman of the Committee.

The Nomination and Remuneration Committee met once in a year i.e. on 12th May 2014.

remuneration policy:

The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high caliber talent. The remuneration policy is in consonance with the existing practice in the Industry.

i) non-Executive Directors’ remuneration

The Non-Executive Independent Directors are paid remuneration by way of sitting fees. The Company pays sitting fees of ` 20,000/- for attending each meeting of the Audit Committee, ` 5,000/- for attending each meeting of the Nomination and Remuneration Committee and ` 20,000/- for attending each Board Meeting. The payment of remuneration by way of sitting fees is based on certain criteria such as attendance at the Board/Committee meetings, time devoted, industry trends etc.

Details of remuneration paid to the Non-Executive Independent Directors for the year ended 31st March 2015 is as follows:

(Amount in `)name Sitting fees Commission total ShareholdingMr. Vijay Kalantri 1,80,000 - 1,80,000 NilMr. D. K. Poddar 1,45,000 - 1,45,000 NilMr. G. L. Mirchandani 1,45,000 - 1,45,000 NilMr. Nabankur Gupta 65,000 - 65,000 NilMr. Rajeev Gupta 80,000 - 80,000 Nil



ii) Executive Directors’ remuneration:

a) Chairman

Mr. Dilip G. Piramal was appointed as the Executive Chairman of the Company with effect from 15th May 2013 to 14th May 2018 (both days inclusive). The contract for such appointment between the Company and the Chairman may be terminated by either party by giving the other party, 3 months’ notice or the Company paying notice pay equal to the amount due to the Chairman on account of salary and perquisites for such notice period. There is no separate provision for payment of severance fees.

The Company pays remuneration by way of salary, perquisites, allowances and commission to the Executive Chairman (Whole-time Director). Salary is paid within the limits approved by the Members.

Details of remuneration paid to the Chairman as Whole-time Director for the year ended 31st March 2015 is as follows:

(amount in `)name Sitting

fees*Gross

remunerationCommission Stock option

(number of Shares)total

Mr. Dilip G. Piramal - 1,02,06,555 68,00,000 - 1,70,06,555

*Gross Remuneration includes salary, contribution to Provident Fund and other perquisites.

b) managing Director

Ms. Radhika Piramal was re-appointed as the Managing Director of the Company with effect from 13th July 2012 to 12th July 2017 (both days inclusive). The contract for such appointment between the Company and the Managing Director may be terminated by either party by giving the other party, 3 months’ notice or the Company paying notice pay equal to the amount due to the Managing Director on account of salary and perquisites for such notice period. There is no separate provision for payment of severance fees.

The Company pays remuneration by way of salary, perquisites, allowances and commission to the Managing Director. Salary is paid within the limits approved by the Members.

Details of remuneration of Managing Director for the year ended on 31st March 2015 is as follows:

(amount in `)name Sitting

fees*Gross



Ms. Radhika Piramal - 1,32,74,343 68,00,000 - 2,00,74,343


c) Director- Works:

Mr. Ashish K. Saha was re-appointed as a Director in the whole-time employment of the Company designated as Director - Works for a period of three years from 1st February 2015 to 31st January 2018 (both days inclusive). The contract for such appointment between the Company and the Director - Works may be terminated by either party by giving the other party, 3 months’ notice or the Company paying notice pay equal to the amount due to the Director-Works on account of salary and perquisites for such notice period. There is no separate provision for payment of severance fees.

The Company pays remuneration by way of salary, perquisites and allowances to the Director-Works. Salary is paid within the limits approved by the Members.

Details of remuneration of Director-Works for the year ended on 31st March 2015 is as follows:

(Amount in `)name Sitting

fees* Gross



Mr. Ashish K. Saha - 60,82,245 - - 60,82,245




KEy manaGEriaL pErSonnEL

Pursuant to section 203 of the Companies Act, 2013, the Company had appointed Key Managerial Personnel viz., Ms. Radhika Piramal as the Managing Director, Mr. Jogendra Sethi as the Chief Financial Officer and Mr. Shreyas Trivedi as the Company Secretary. All the three Key Managerial Personnel prescribed under the said Act were in the employment of the Company even prior to the Companies Act, 2013 becoming applicable.

Details of remuneration of Key Managerial Personnel for the year ended on 31st March 2015 are as follows:

(Amount in `)name * Gross

remunerationStock option


Ms. Radhika Piramal Managing Director Details given in para (ii) (b) above

Mr. Jogendra Sethi Chief Financial Officer

1,09,85,628 - 1,09,85,628

Mr. Shreyas Trivedi General Manager – Legal & Company Secretary

41,27,832 - 41,27,832


StaKEHoLDErS’ rELationSHip CommittEE

Composition:

The Stakeholders’ Relationship Committee comprises of three members viz. Mr. Dilip G. Piramal, Mr. Ashish K Saha and Mr. Vijay Kalantri. Mr. Shreyas Trivedi, General Manager - Legal & Company Secretary is the Compliance Officer of the Company.

terms of reference:

The terms of reference of the Stakeholders’ Relationship Committee include redressing shareholder and investor complaints like non-receipt of transfer and transmission of shares, non- receipt of duplicate share certificate, non-receipt of balance sheet, non-receipt of dividends etc. and to ensure expeditious share transfer process.

Link Intime India Private Limited is the Registrar and Transfer Agent of the Company and the Committee oversees the performance of the Registrar and Transfer Agent and recommends measures for overall improvement in the quality of investor services.

The Company has approximately 45,805 investors comprising of shareholders and fixed deposit holders as on 31st March 2015. During the year under Report, the Company processed 95 share transfers in the physical form comprising of 43,776 equity shares. The Company received 157 investors complaints during the year, all of which have been attended to within a period of fifteen days from the date of receipt of the same.

The Stakeholders’ Relationship Committee generally meets once in a week and approves all matters related to shares vis-à-vis transfers, transmissions, dematerialization and re-materialization of shares etc. In case of shares held in physical form, all transfers are completed within the stipulated time from the date of receipt of complete documents. The relevant certificate obtained from M/s. Ragini Chokshi & Associates on quarterly / half yearly basis, as stipulated under clause 47 of the Listing Agreement with the Stock Exchanges are also submitted to the Stock Exchanges regularly within the prescribed time.

CorporatE SoCiaL rESponSiBiLity (CSr) CommittEE

The composition of the Corporate Social Responsibility Committee as at 31st March 2015 and the details of Members’ participation at the Meetings of the Committee are as under:

Name of the Member Category Attendance at the CSR Meeting held on 27th May 2014Mr. Vijay Kalantri Chairman YesMr. Dilip G. Piramal Member YesMs. Radhika Piramal Member Yes

The terms of reference of the Corporate Social Responsibility Committee (CSR) broadly compromises:

- To review the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

- To provide guidance on various CSR activities to be undertaken by the Company and to monitor its progress.



• Subsidiary Companies

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the Company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year.

However, as stipulated under clause 49 of the Listing Agreement, the Company has formulated a policy on material subsidiaries. A copy of the Policy for determining Material Subsidiaries is uploaded on the website of the Company www.vipindustries.co.in

The Audited Annual Financial Statements of Subsidiary Companies are tabled at the Audit Committee Meeting and Board Meeting of the Company. Copies of the Minutes of the Board Meetings of Subsidiary Companies are tabled at the Board Meetings of the Company regularly.

• related party transactions

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm’s length basis. There were no materially significant transactions with Related Parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes of the Financial Statements.

The Board has approved a Policy for related party transactions which has been uploaded on the Company’s website i.e. www.vipindustries.co.in

DiSCLoSUrES

The Company has no material significant transactions with its related parties that may have a potential conflict with the interest of the Company during the Financial Year 2014-2015. The details of transaction between the Company and the related parties are given for information under Note No. 32 of the Notes to Accounts to the Standalone Financial Statement for the year ended 31st March 2015.

riGHtS to tHE SHarEHoLDErS

The Company believes in protecting the rights of the shareholders. It ensures adequate and timely disclosure of all information to the shareholders in compliance with the applicable laws. Shareholders are furnished with sufficient and timely information concerning the general meetings, issues to be discussed thereat and rules regarding holding and conducting the general meetings. All shareholders are treated equitably.

GEnEraL BoDy mEEtinGS:

Particulars of General Meetings held during last three years:

annual General meeting (aGm) Date Venue time45th AGM (2011-12) 14th September 2012 "NIWEC", Satpur, Nashik – 422 007 11.00 a.m.46th AGM (2012-13) 28th June 2013 "NIWEC", Satpur, Nashik – 422 007 12.00 noon47th AGM (2013-14) 10th July 2014 "NIWEC", Satpur, Nashik – 422 007 12.00 noon

There were no Special resolutions passed by the members during the last three years’ General Meetings.

postal Ballot

During the year ended 31st March 2015, no resolution was passed through Postal Ballot.

In the preparation of the financial statements, the Company follows Accounting Standards as prescribed under the Companies (Accounting Standards) Rules, 2006.

No strictures or penalties have been imposed on the Company by the Stock Exchanges or by the Securities and Exchange Board of India (SEBI) or by any statutory authority for any matters related to capital markets during the last three years.

The Company has formulated and laid down a procedure on risk assessment and minimization. These procedures have been considered by the Board and a properly defined framework is laid down to ensure that the management controls the identified risks.

The Company has framed the following policies, as required under clause 49 of the Listing Agreement with the Stock Exchanges and pursuant to Companies Act, 2013, during the year 2014-15:



1. Vigil Mechanism Policy

2. Policy For Determining Material Subsidiaries

3. Performance Evaluation Policy

4. Related Party Transactions Policy

During the year under review, the Company did not raise any proceeds through a public issue, rights issue and/ or a preferential issue.

The details in respect of Directors seeking appointment/re-appointment are provided as part of the Notice convening the ensuing Annual General Meeting.

prevention of insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre-clearance for dealing in the Company’s securities and prohibits the purchase or sale of the Company’s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code. SEBI has formulated a new Insider Trading Regulations in order to prohibit the insider trading in securities and to strengthen the legal framework, these regulations will be effective from 15th May 2015.

All Board Directors and the designated employees have confirmed compliance with the Code.

means of Communication:

Quarterly/Half-yearly/ Annually Financial results are published in widely circulating national and local daily newspapers, such as Economic Times, Free Press Journal and Navashakti. These are not sent individually to the shareholders.

The Company’s results and official news releases are displayed on the Company’s website www.vipindustries.co.in. There were no presentations made to the institutional investors or analysts during the year under review. As stipulated by the Ministry of Corporate Affairs (MCA) through its various circulars, the Company has uploaded, on its website as also on the website of the MCA, the information regarding unpaid /unclaimed dividend, fixed deposits and interest accrued thereon, lying with the Company upto the last AGM i.e. 10th July 2014.

Website: The Company’s website www.vipindustries.co.in contains a separate dedicated section ‘Investor Relations’ wherein shareholders’ information is available. The Company’s Annual Report is also available in a user-friendly and downloadable form.

annual report: The Annual Report containing, inter alia, Audited Annual Accounts, Consolidated Financial Statements, Directors’ Report, Auditors’ Report and other important information is circulated to Members and others entitled thereto. The Management Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company’s website www.vipindustries.co.in

Corporate filing and Dissemination System (CfDS): The CFDS portal jointly owned, managed and maintained by BSE and NSE is a single source to view information filed by listed companies. All disclosures and communications to BSE and NSE are filed by the Company electronically through the CFDS portal, and hard copies of the said disclosures and correspondence are also filed with stock exchanges.

nSE Electronic application processing System (nEapS): The NEAPS is a web-based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are filed by the Company electronically on NEAPS.

BSE Corporate Compliance & Listing Centre (the ‘Listing Centre’): BSE’s Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre.

SEBi Complaints redress System (SCorES): Investors’ complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status. The Company regularly redresses the complaints if any, on SCORES within stipulated time.

Designated Exclusive email-id: The Company has designated the email-id [email protected] exclusively for investors’ servicing.



SECrEtariaL aUDit for rEConCiLiation of CapitaL

M/s. Ragini Chokshi & Associates, a practising Company Secretary firm has carried out Secretarial Audit to reconcile the total admitted capital with NSDL and CDSL and in physical form and the total issued and listed capital. The audit confirms that the total issued / paid up capital is in agreement with the aggregate of total number of shares in physical form and the total number of shares in dematerialized form held with the two depositories namely NSDL & CDSL.

GEnEraL SHarEHoLDEr information

1. Annual General Meeting:- Day, Date and Time : Friday, 24th July 2015 at 3.30 pm- Venue : “NIWEC”, P-29, Street 14, MIDC, Satpur, Nashik – 422 007

2. Tentative Financial Calendar The financial year of the Company is for the period from 1st April every year to 31st March of the following year.

a. Publication of Audited Results : By 30th May or immediately upon its adoption by the Board each yearb. First Quarter Results : By 14th August of each yearc. Second Quarter Results : By 14th November of each yeard. Third Quarter Results : By 14th February of each year

3. Date of Book Closure : 14th July 2015 to 24th July 2015 (both days inclusive)4. Cut-off date : 17th July 20155. Dividend Payment Date (2014-15) : 1st August 20156. Listing on Stock Exchange : 1. Bombay Stock Exchange Limited (BSE)

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 0232. National Stock Exchange of India Limited (NSE) Exchange Plaza, 5th Floor, Plot No. C/1, G-Block, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051

7. Listing Fees : Listing fees of both the Stock Exchanges for the year 2014-15 have been paid.8. Stock Code

• BSE 507880• NSE VIPIND• International Securities

Identification Number (ISIN)INE054A01027

9. The monthly High and Low of market price of the equity shares of the Company on BSE and the NSE and the stock performance during the last financial year was as under:

Bombay Stock Exchange national Stock Exchangeperiod High Low Sensex High Low nifty(year 2014- 15) ( ` ) ( ` ) (High) ( ` ) ( ` ) (High)

April 2014 109.45 89.90 22939.31 110.65 89.50 6869.85May 2014 115.10 79.85 25375.63 115.00 79.70 7563.50June 2014 118.50 97.55 25725.12 118.50 97.55 7700.05July 2014 121.30 99.60 26300.17 118.80 99.60 7840.95August 2014 109.50 94.35 26674.38 109.50 94.05 7968.25September 2014 117.70 97.10 27354.99 117.50 97.05 8180.20October 2014 125.80 106.00 27894.32 125.90 105.80 8330.75November 2014 116.85 99.55 28822.37 116.90 99.25 8617.00December 2014 122.50 99.20 28809.64 122.30 99.00 8626.95January 2015 129.60 102.80 29844.16 129.85 103.10 8996.60February 2015 108.85 98.00 29560.32 108.85 97.45 8941.10March 2015 108.40 88.65 30024.74 108.50 88.10 9119.20



22000.00

24000.00

26000.00

28000.00

30000.00

32000.00

34000.00

106.00

116.00

126.00

136.00

146.00

Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15

Stock Performance -VIP v/s Sensex

VIP (High) (Rs) Sensex (High)

10. Distribution Schedule and Shareholding Pattern as on 31st March 2015:

DiStriBUtion SCHEDULE SHarEHoLDinG pattErnCategory

number of Sharesno. of Share-

holdersno. ofShares

Category of Shareholders no. of Shares

%

Up to 500 28793 6735865 Promoters 74096520 52.43501 - 1000 8087 3439930 Mutual Funds and UTI 15092274 10.681001 – 2000 3949 4371497 Banks, Financial Institutions, Insurance

Companies74670 0.05

2001- 3000 1480 2530519 Foreign Institutional Investors 3005780 2.133001- 4000 1378 1249398 Bodies Corporate 4424622 3.134001- 5000 673 1072979 Indian Public 43052972 30.475001- 10000 907 2257025 Non Resident Individuals/ Overseas

Corporate Bodies 1477727 1.04

10001 and Above 537 119660102 Others – Directors and their Relatives 92750 0.07totaL 45804 141317315 totaL 141317315 100.00

11. Registrars and Share Transfer Agents : Link Intime India Pvt. Ltd.,C-13, Pannalal Silk Mills Compound,L. B. S. Marg, Bhandup (W), Mumbai – 400 078,Tel. No.: 022 - 25963838, Fax No.: 022 - 25946969

12. Dematerialisation of shares and liquidity : 95.93% of the paid-up capital of the Company has been dematerialized as on 31st March 2015. The equity shares of the Company are actively traded on the BSE and the NSE in the dematerialized form.

13. Outstanding GDRs/ ADRs/ Warrants or any convertible instruments

: NIL

14. Plant Locations : (i) Nashik - 78 A, MIDC Estate, Satpur, Nashik – 422007.(ii) Sinnar - A-7, MIDC, Sinnar – 422103(iii) Haridwar - Plot No 8, Sector 12, SIDCUL Area,

Haridwar – 249 403(iv) Nagpur - L-4, MIDC, Hingna, Nagpur – 440 016(v) Paithan – D/4 Paithan Industrial Area, MIDC,

Paithan – 431 107



15. Address for correspondence : i) Link Intime India Pvt. Ltd.(Unit – V.I.P. Industries Limited) C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai – 400 078. Tel. No. +91 022- 25963838, Fax No.: +91 022-25946969

ii) The Company Secretary V.I.P. Industries Ltd. 5th Floor, DGP House, 88-C, Old Prabhadevi Road Mumbai – 400 025 Tel No.+91 022 - 66539000, Fax No.: +91 022 –66538393

16. Designated E-mail ID for registering Complaints by the investors

: [email protected]

17. Compliance Certificate by Auditors:

The Company has obtained a Certificate from the Statutory Auditors regarding compliance of Corporate Governance as stipulated in Clause 49 of the Listing Agreement, which is given as annexure to this Report

DECLaration UnDEr CLaUSE 49 of tHE LiStinG aGrEEmEnt

In accordance with the listing agreement with the Stock Exchanges, I, Radhika Piramal, Managing Director of V.I.P. Industries Limited hereby confirm that all the Board Members and the Senior Management Personnel of the Company have affirmed compliance with the Company’s code of conduct for the financial year ended 31st March 2015.

for V.i.p. inDUStriES LimitED

Place: Mumbai RADHIKA PIRAMAL Date : 14th May 2015 Managing Director

CEO/ CFO Certification

The Managing Director and the CFO have issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company’s affair.



CHiEf EXECUtiVE offiCEr (CEo) anD CHiEf finanCiaL offiCEr (Cfo) CErtifiCationto the Board of Directors of V.i.p. industries Limited

Dear Sirs,Sub: CEO / CFO Certificate

(issued in accordance with the provisions of Clause 49 of the Listing agreement)We, Radhika Piramal, Managing Director, and Jogendra Sethi, Chief Financial Officer of V.I.P. Industries Ltd., to the best of our knowledge and belief, certify that :We have reviewed the financial statements, and the cash flow statement of V.I.P. Industries Limited for the year ended March 31, 2015 and that to the best of our knowledge and belief, we state that;(a) (i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that

may be misleading; (ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing

accounting standards, applicable laws and regulations.(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which

are fraudulent, illegal or in violation of the Company’s code of conduct.(c) We accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the

effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and steps taken or propose to take for rectifying these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee: (i) That there are no significant changes in internal control over financial reporting during the year; (ii) That there are no significant changes in accounting policies made during the year and that the same have been

disclosed suitably in the notes to the financial statements; and (ii) That there are no instances of significant frauds of which we have become aware and the involvement therein, if any,

of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

For V.i.p. inDUStriES LimitED

Place : Mumbai raDHiKa piramaL JoGEnDra SEtHiDate : 14th May 2015 Managing Director Chief Financial Officer

annEXUrE to tHE DirECtorS’ rEportCErtifiCatE from aUDitorS rEGarDinG CompLianCE of ConDitionS of CorporatE GoVErnanCEto the members of V.i.p. inDUStriES LimitEDWe have examined the compliance of conditions of Corporate Governance by V.I.P. Industries Limited for the year ended on 31st March, 2015, as stipulated in clause 49 of this Listing Agreement of the said Company with Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion, and to the best of our information and according to the explanations given to us, we certify that the Company has complied in all material respects with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For m.L.BHUWania & Co. Chartered Accountants

Firm Registration No. 101484W

Ashish Bairagra Place: Mumbai Partner Date : 14th May 2015 Membership No. 109931


a. inDUStry StrUCtUrE anD DEVELopmEnt

DomEStiC LUGGaGE

During the year, the luggage industry witnessed positive growth across all price points and product categories.

The domestic luggage business registered growth during the year under review, owing to good wedding season and increase in domestic and international travel. Strong advertising campaigns, robust product launches and strong distribution led to positive growth. Significant growth is observed in higher-end product, including soft luggage uprights and polycarbonate uprights, whereas traditional categories like hard luggage suitcases are flat. This shift is due to change in consumer preferences towards the convenience of light and wheeled travel products and away from heavier products without wheels. Polycarbonate products achieved significant growth during the year as a category. The Company has been constantly adding innovative and successful polycarbonate product ranges to the portfolio across brands. Verve, a polycarbonate range launched under the VIP brand, was promoted extensively through television campaigns and featured distinctive design and colors which were well received by consumers.

VIP Industries has always been strong in large size travel products used for “long-haul” travel. Your Company is now expanding its product range into daily use or “short haul” products such as business bags and backpacks. These categories saw tremendous growth as the Company increased its focus in these categories. Backpacks have been leading in short haul product categories during the year. Backpack sales volume has grown substantially in the last two years, strengthening overall short haul category sales and suggesting an increasing affinity of consumers towards young and youthful categories.

All channels witnessed growth during the financial year under review. Hypermarket channel witnessed the strongest growth amongst all channels suggesting that Indian consumers are showing preference towards shopping indoors in air-conditioned environment compared to traditional outdoor shopping. Across channels, several new ranges were launched across all brands and price points, in both hard & soft luggage, with a special thrust on business collections and backpacks.

SUppLy of proDUCtS

The “Theory of Constraints” (TOC) is an overall inventory management philosophy introduced by Mr. Eliyahu M. Goldratt since the 1970s to help organizations continually achieve their goals by better availability of supplies in tandem with demand. “TOC” is being implemented in the Company which is expected to increase sales by improving availability of all products to minimize sales loss. TOC helps the entire supply chain, from raw material vendors to manufacturing plants to central warehouse to sales points and end-consumers, by improving availability and managing inventory. TOC has been successfully implemented in all manufacturing facilities of the Company, and is being gradually rolled out to selective vendors of the Company and in Company operated stores.

Weaker rupee against USD continued the pressure on sourcing costs for soft luggage including uprights, duffels and backpacks. Soft luggage across product categories is the highest contributor to sales of the Company. During FY 2014-15, rupee remained week and the Company’s buying costs of main soft luggage products remained high in rupee terms although the Company was able to negotiate and limit cost increases in dollar terms due to its scale and negotiating power. Prices of main raw materials for hard luggage remained high despite softening of crude prices, as monopoly vendor of plastic raw material did not reduce prices commensurate with fall in crude prices. The strength of the Company’s brands and its dominant market share position in the Indian luggage industry enabled price rises which partially but not fully offset these high inputs costs.

LaDiES HanD BaGS

The Company successfully launched Ladies Hand Bags category under the brand “Caprese” in October 2012 and is on course to build the largest ladies handbags brand in India over the next five years. Caprese is now available at more than 500 points of sale across the country, across many distribution channels including select Company-run exclusive stores, franchisee stores, multi brand dealers and leading Departmental chains like Shoppers Stop, Lifestyle and Central as well as e-commerce platforms. The Company expects to grow in the category by expanding the distribution network through strategic product placement across channels and also by way of introduction of new and differentiated products and design across popular and premium price points.

The Company brought on board alia Bhatt as the brand ambassador of Caprese, which heightened brand awareness and successfully added to the high fashion imagery of the brand. The brand will continue to introduce latest international fashion trends to live up to the promise of delivering high quality and affordable style catering to the discerning Indian woman.

manaGEmEnt DiSCUSSion anD anaLySiS rEport



moULDED fUrnitUrE

Moderna is perceived to have superior quality and premium image but the moulded furniture business is declining due to intense competitive pressure. Your Company’s products continue to enjoy a preferred position in consumer segment particularly in Northern, Western and Southern India where it has a major share in Institutions and hire markets. The Company is planning to restructure Moderna business to ensure that lower sales do not affect profits of the Company.

EXportS anD intErnationaL opErationS

Due to subdued market conditions in UK and Europe, the International Business of the Company declined during the year. While branded goods sales in Asia Pacific and Middle East remained strong, sales of branded goods in UK and Europe along with private label business resulted in de-growth in the overall international business sales performance.

B. opportUnitiES anD tHrEatS

LUGGAGE

One of the key challenges would be to grow faster than the market, despite having a high base and market leadership position. With strong brands in luggage across all channels and price segments, the Company is uniquely poised to grow higher than the market. The key opportunities lie in gaining a leadership position in new categories like backpacks and office bags where good growth is expected as consumers upgrade from unbranded to branded products. Purchases frequency of these types of “daily use” bags is more frequent than for larger luggage used for travel.

MOULDED FURNITURE

Moulded chairs may continue to experience pressure due to intense competition.

SEGmEnt / proDUCt WiSE pErformanCE

LUGGAGE

Soft luggage continues to grow faster than hard luggage and constitutes over 70% of the Company’s sales. The only category in hard luggage which is experiencing growth is the polycarbonate category. Polycarbonate matches the convenience and features that consumers find in soft luggage i.e. lightness and four wheeling. “VIP” brand continues to dominate Indian luggage market with the largest market share of all luggage brands in India. “Skybags” brand has done extremely well in the year under review and has grown fastest in all luggage brands in India. “Carlton” brand also achieved good growth during the year, especially in the premium retail channel. With a thrust on Premium end of products through the promotion of Carlton Brand, the Company is reaching out to wider audience base with unique and premium product offerings.

OUTLOOK

Considering the threats, opportunities and the strengths of the Company, the key task at hand will be to make the most of the category growth across all price segments and maintain margins to the best possible degree without affecting volume growth. The Company is successfully executing its multi brand – multi segment strategy with consistent investment in advertising for all its major luggage brands.

E. riSKS anD ConCErnS

The dependence of your Company on China for sourcing of soft luggage continues. Any further appreciation of Chinese Yuan and further depreciation of the Indian Rupee may adversely impact the margins of the Company. As China transitions from developing country to middle income country, its labour costs will increase which will further put pressure on soft luggage costs. To reduce dependence on China for soft luggage in long run, the Company has taken a strategic decision to set up a soft luggage manufacturing facility in Bangladesh through its wholly owned subsidiary, VIP Industries Bangladesh Private Limited, which has commenced commercial production from the last quarter of FY 2013-14. Initially, manufacturing capacity in Bangladesh is small, which would increase over the next 3 - 5 years.

f. intErnaL ControL SyStEmS

M/s. Suresh Surana & Associates LLP, Chartered Accountants, were appointed as the Internal Auditors of the Company for maintaining internal controls to safeguard the Company’s assets against losses from unauthorized use, to ensure proper authorization of financial transactions, to evaluate the current state and identify performance gaps, to prioritize improvement opportunities, to provide a high degree of assurance regarding the effectiveness and efficiency of operations,


to assess the reliability of financial controls and compliance with laws and regulations. The Company has a budgetary control system to monitor all expenditures against approved budgets on an ongoing basis.

The Internal Auditors submit their reports to the Audit Committee every quarter. The management considers and takes appropriate action on the recommendations made by the Statutory Auditors, Internal Auditors and the Audit Committee of the Company.

All significant changes, if any, in the accounting policies during the year, have been disclosed in the notes to the financial statement.

G. finanCiaL pErformanCE

SALES:

The Revenue from Operations and Other Income of the Company for the year ended 31st March 2015 was at ` 1050.29 Crores (Previous Year ` 975.56 Crores).

EXPENDITURE:

The Company continued its focus on cost management initiatives.

PROFIT:

Profit after Tax for the year under review amounted to ` 47.86 Crores (Previous Year ` 58.39 Crores).

H. HUman rESoUrCE DEVELopmEnt & inDUStriaL rELationS

During the year under review, Human Resources department of the Company focused on effective execution of plans through its qualified workforce. Through a structured recruitment and training process, the Company identified the need of training and trained the workforce to improve capabilities. A structured recruitment process has helped the Company attract the right talent at all levels.

The Company has commenced the journey to become a Great Place to Work® where employees trust the Company they work for, take pride in what they do and enjoy the Company of the people they work with. The Company strongly believe that an engaged workforce is critical in achieving its business goals and building a sustainable organization.

In spite of a written agreement with respect to the retirement age in the Company being 56 years, which has been in place since 2004 onwards and re-affirmed in 2009, some workers have disputed this retirement age and the matter has been referred to the Industrial Tribunal, Nashik. The relationship with the Union at plant locations continues to be cordial, professional and productive.

The employee strength as on 31st March 2015 was 1938.



TO THE MEMBERS OF VIP INDUSTRIES LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of VIP INDUSTRIES LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Board of Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at 31st March 2015 and its profit and its cash flows for the year ended on that date.

INDEPENDENT AUDITORS’ REPORT

38VIP INDUSTRIES LIMITED

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the directors as on 31st March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note No.19(a) to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

For and on behalf of M. L. BHUwANIA & CO.

Chartered Accountants Firm’s Registration No. 101484W

Ashish Bairagra Place : Mumbai Partner Date : 14th May 2015 Membership No.109931



Annexure referred to in paragraph titled as “Report on other Legal and Regulatory Requirements” of Auditor’s report to the members of VIP Industries Limited for the year ended 31st March 2015.

On the basis of the records produced to us for our verification / perusal, such checks as we considered appropriate, and in terms of information and explanation given to us on our enquiries, we state that:

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company are physically verified by the Management according to a phased program designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year and discrepancies noticed between the book records and the physical inventories were not material and have been properly dealt with in the accounts.

(ii) (a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) The Company has not granted any loans, secured or unsecured to companies, firm or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, clause 3 (iii) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit no continuing failure to correct major weakness in such internal controls system has been observed.

(v) The Company has not accepted any deposits from the public during the year covered by the audit. In respect of unclaimed deposits, the company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 of the Act or any other relevant provision of the Act and the rules framed there under. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

(vi) The Central Government has not prescribed maintenance of cost records for the company under sub section (1) of section 148 of the Companies Act, 2013. Accordingly, clause 3 (vi) of the Order is not applicable to the Company.

(vii) (a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Customs Duty, Cess and other statutory dues applicable to it with the appropriate authorities except undisputed amounts were outstanding at the year end for a period of more than six months from the date they became payable in respect of Works Contract Tax of ` 1,274, Sales Tax of ` 210,277 and Income Tax of ` 116,437.



(b) According to the records of the Company, there are no dues of Wealth Tax, Service Tax, Customs Duty and Cess, which have not been deposited on account of any dispute.

The disputed amounts that have not been deposited in respect of Income Tax, Excise Duty and Sales Tax are as under:

Sr. No.

Name of the Statue

Nature of the Dues

Amount (`) Financial Year to which the amount relates

Forum where dispute is pending

1. Central Sales Tax Act, 1956 and Sales Tax Acts of various

states

Sales Tax/VAT and Entry Tax

732,804 Various years from 1996-97 to 2003-04

Assistant Commissioner of Sales Tax

1,504,375 2013-14 Intelligence Superintendent


Sales tax Officers

20,310 2005-06 Commercial Tax Officer

25,574,852 Various years from 1990-91 to 2012-13

Deputy/Sr. Deputy Commissioner of Sales

Tax (Appeals)


Joint/Sr.Joint Commissioner of Sales

Tax (Appeals)


Joint Director of Industries

19,255,110 2011-2012 and 2012-2013 Commissioner of Sales Tax


Sales Tax Tribunal


Honourable High Court

2. Income-tax Act,1961

Income Tax 7,942,088 2009-2010 and 2010-2011 Commissioner of Income Tax (Appeals)

4,371,873 2004-2005 and 2005-2006 Honourable High Court

139,161 2005-2006 Assessing Officer (ITO)

3. Central Excise Act, 1944

Excise duty on Cenvat dues

2,112,981 2000-01, 2004-05 and 2008-09


5,00,000 2006-2007 to 2010-2011 Customs, Excise and Service Tax Appellate

Tribunal

32,42,162 2000-2001 and 2001- 2002 Honourable Supreme Court

(c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.



(viii) The Company does not have accumulated losses at the end of the financial year 31st March 2015. Further, the Company has not incurred any cash losses during the financial year ended 31st March 2015 and in the immediately preceding financial year ended 31st March 2014.

(ix) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to banks during the year. The Company has not taken any loans from financial institutions and has not issued debentures during the year.

(x) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 3 (x) of the Order is not applicable to the Company.

(xi) The Company has not taken any term loans during the year. Accordingly, clause 3 (xi) of the Order is not applicable to the Company.

(xii) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended March 31, 2015.






(` in Crores)

Note As at

31st March 2015 As at

31st March 2014

I EQUITY AND LIABILITIES:(1) Shareholders’ Funds

(a) Share Capital 1 28.26 28.26 (b) Reserves & Surplus 2 278.74 259.49

307.00 287.75 (2) Non-Current Liabilities

(a) Other Long Term Liabilities 3 1.46 1.03 (b) Long Term Provisions 4 3.08 2.87

4.54 3.90 (3) Current Liabilities

(a) Short Term Borrowings 5 31.03 16.08 (b) Trade Payables 6 117.88 98.26 (c) Other Current Liabilities 7 20.12 19.41 (d) Short Term Provisions 8 18.63 187.66 22.59 156.34

TOTAL 499.20 447.99 II ASSETS :

(1) Non-Current Assets(a) Fixed Assets 9

(i) Tangible Assets 54.31 66.84 (ii) Intangible Assets 1.12 0.82 (iii) Capital Work - in - Progress 1.09 0.74

56.52 68.40 (b) Non Current Investment 10 18.26 9.55 (c) Deferred Tax Assets (Net) 11 3.10 1.44 (d) Long Term Loans and Advances 12 25.64 38.27 (e) Other non - current assets 13 4.50 -

51.50 49.26 (2) Current Assets

(a) Inventories 14 222.72 172.80 (b) Trade Receivables 15 111.10 95.01 (c) Cash & Bank Balances 16 7.18 10.86 (d) Short Term Loans and Advances 17 24.30 25.46 (e) Other Current Assets 18 25.88 391.18 26.20 330.33

TOTAL 499.20 447.99 Contingent Liabilities and Commitments 19SIGNIFICANT ACCOUNTING POLICIES & NOTES ON FINANCIAL STATEMENTS

1 to 49

The notes referred above form an integral part of the Balance sheet

As per our report of even date.

Dilip G Piramal, Chairman

Radhika Piramal, Managing Director

Jogendra Sethi, Chief Financial Officer

Shreyas Trivedi, Company Secretary

for M. L. BHUwANIA & CO.Chartered AccountantsFirm Registration Number : 101484W

Ashish BairagraPartnerMembership No. : 109931

MumbaiDated : 14th May 2015

BALANCE SHEET


STATEMENT OF PROFIT AND LOSS

(` in Crores)

Note For the Year ended

31st March 2015 For the Year ended

31st March 2014INCOME:Revenue from Operations 1,063.53 987.71Less :- Excise Duty 15.84 14.89Net Revenue from Operations 20 1,047.69 972.82Other Income 21 2.60 2.74Total Revenue 1,050.29 975.56EXPENSES:Cost of Materials Consumed 22 145.99 151.40Purchases of Stock - in - Trade 23 483.14 410.17Changes in Inventories of Finished Goods, Work - in Progress and Stock - in - Trade

24 (48.50) (28.64)

Employee Benefits Expense 25 106.00 92.78Finance Costs 26 1.28 1.80Depreciation & Amortization Expenses 9 15.28 17.05Other Expenses 27 284.66 266.26Total Expenses 987.85 910.82Profit before exceptional items and tax 62.44 64.74Add :- Exceptional Items -Income \(Expenses) 28 4.32 15.76Profit before tax and after Exceptional Items 66.76 80.50Less : Tax expense(1) Current tax 19.69 22.80(2) Deferred tax (0.04) (2.14)(3) Short/(Excess) provision for Tax relating to prior year (0.75) 1.45

18.90 22.11Profit for the year 47.86 58.39Earning per equity share (EPS) of face value of ` 2 each :

29

Basic and Diluted Earnings Per Share (excluding Extraordinary items, net of tax)

3.39 4.13

Basic and Diluted Earnings Per Share (including Extraordinary items, net of tax)

3.39 4.13

SIGNIFICANT ACCOUNTING POLICIES & NOTES ON FINANCIAL STATEMENTS

1 to 49

The notes referred above form an integral part of the Statement of Profit and Loss










(` in Crores) For the Year ended


31st March 2014

A. CASH FLOw FROM OPERATING ACTIVITIESNet profit before tax 66.76 80.50

Adjusted for:

Depreciation/ Amortisation Expense 15.28 17.05

Wealth Tax 0.06 0.06

Dividend Received (0.20) (0.19)

Interest Expense 0.84 1.20

Interest Income (0.20) (0.65)

(Gain) /Loss on Exchange Rate Fluctuation (0.04) (1.80)

Adjustment for Capital Incentive (0.05) (0.05)

(Profit) / Loss on sale of Investments - (9.37)

(Profit)/Loss on sale/ disposal of fixed assets/ obsolescence (Net)

(6.17) (5.63)

9.52 0.62

Operating profit before working capital changes 76.28 81.12

Adjusted for :

Trade and Other Receivables 0.59 (18.10)

Inventories (55.64) (27.56)

Trade and Other Payables 20.41 32.07

(34.64) (13.59)

Cash Generated from Operations 41.64 67.53

Direct Taxes Paid (Net of refund received) (21.01) (22.09)

NET CASH FROM OPERATING ACTIVITIES 20.63 45.44

B. CASH FLOw FROM INVESTING ACTIVITIESPurchase of Fixed assets/ Payment Towards Capital Work in Process

(9.87) (9.31)

Inter corporate deposits Received back 0.75 0.37

Sale of Investments /(Purchase of Investments) (8.71) 3.36

Sale of Fixed Assets 7.30 7.82

Interest Income 0.30 0.63

Dividend Received 0.20 0.19

NET CASH USED IN INVESTING ACTIVITIES (10.03) 3.06

CASH FLOw STATEMENT


CASH FLOw STATEMENT

(` in Crores) For the Year ended


31st March 2014

C. CASH FLOw FROM FINANCING ACTIVITIESInterest Paid (0.84) (1.28)

Proceeds / (Repayments) from / of Borrowings (net) 14.94 (23.59)

Dividend paid (inclusive of Dividend Distribution Tax) (27.97) (24.45)

NET CASH USED IN FINANCING ACTIVITIES (13.87) (49.32)

NET CHANGES IN CASH AND CASH EQUIVALENTS(A+B+C)

(3.27) (0.82)

OPENING BALANCE OF CASH AND CASH EQUIVALENTS

8.07 8.89

CLOSING BALANCE OF CASH AND CASH EQUIVALENTS

4.80 8.07

(3.27) (0.82)

Notes:(1) Cash and Cash Equivalents include (Refer Note No. 16) :

Cash and Cheques on Hand 0.84 0.43

Balances with Scheduled Banks in :

*Current Accounts 1.93 2.67

Remittance in Transit 2.03 4.97

Total 4.80 8.07

*Closing Balance includes exchange rate difference Loss of ` 0.04 Crores (previous year Loss of ` Nil )

(2) Interest income includes interest received on account of income tax refund of ` Nil (Previous year ` 0.14 Crores) which has been considered from operational activities of the company.










NOTES ON FINANCIAL STATEMENTS

(` in Crores)As at

31st March 2015As at

31st March 2014

1 SHARE CAPITALAuthorized Share Capital246,500,000 Equity shares of ` 2/- each(Previous Year 246,500,000 Equity shares of ` 2/- each) 49.30 49.301,000 9% Redeemable CumulativePreference shares of `1,000/- each 0.10 0.10

(Previous Year 1,000 Preference shares of ` 1,000/- each) 49.40 49.40

Issued, Subscribed and Fully Paid Up Share Capital141,317,315 Equity shares of ` 2/- each 28.26 28.26

(Previous year 141,317,315 Equity shares of ` 2/- each)

Total Issued, Subscribed and Fully paid Up Share Capital 28.26 28.26

Note No.1.1: The reconciliation of the number of Equity shares outstanding at the beginning and at the end of reporting period 31st March 2015

As at 31st March 2015 As at 31st March 2014 Number of

Shares ` in Crores Number of

Shares ` in Crores

Number of Equity shares at the beginning of the year 141,317,315 28.26 141,317,315 28.26Add :- Shares issued during the year - - - -Less:- Shares Bought Back - - - -Number of Equity shares at the end of the year 141,317,315 28.26 141,317,315 28.26

Note No. 1.2 :Terms/rights attached to equity shares:

The Company has only one class of Issued, subscribed and fully paid up shares referred to as Equity Shares having a par value of ` 2 each. Each holder of Equity Share is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

Note No. 1.3.:- The details of shareholders holding more than 5% shares:

Name of the shareholders As at 31st March2015 As at 31st March2014No of Shares

held% No of Shares

held%

DGP Securities Ltd. 36,581,765 25.89% 36,581,765 25.89%Vibhuti Investments Co. Ltd. 21,862,645 15.47% 21,862,645 15.47%



(` in Crores)As at


31st March 2014

2 RESERVES & SURPLUSCapital ReserveAt the beginning and at the end of the year (A) 0.15 0.15Capital Redemption ReserveAt the beginning and at the end of the year (B) 0.15 0.15Securities Premium ReserveAt the beginning and at the end of the year (C) 33.53 33.53Capital IncentiveAt the beginning of the year 1.04 1.09Less : Transferred to Statement of Profit & Loss 0.05 0.05At the end of the year (D) 0.99 1.04General ReserveAt the beginning of the year 188.51 158.23Add: Transferred from surplus 22.37 30.28Less : Adjustment of carrying amount (Net of Deferred Tax) as per Schedule II of Companies Act 2013 (Refer Note No 9.5)Carrying Amount (Net of residual value) 4.70Adjustment of Deferred Tax (1.63) 3.07 -At the end of the year (E) 207.81 188.51SurplusAt the beginning of the year 36.11 36.11Add: Net profit after tax transferred fromStatement of Profit & Loss 47.86 58.39Amount available for appropriation 83.97 94.50Less : AppropriationsInterim Dividend 7.07 7.07Final Dividend 14.13 16.96Total Dividend (Refer Note No 8.1) 21.20 24.03Dividend Distribution Tax (Refer Note No 8.1) 4.29 4.08Amount transferred to general reserve 22.37 30.28At the end of the year (F) 36.11 36.11

Total Reserves & Surplus (A+B+C+D+E+F) 278.74 259.49

3 OTHER LONG TERM LIABILITIESOthersDeposits 1.46 1.03

1.46 1.03

4 LONG TERM PROVISIONSProvisions for Employee Benefits Leave Encashment (Refer Note No. 33) 1.35 1.50 Compensated Absences - sick leave (Refer Note No. 33) 0.66 0.52Others Provision for Warranty (Refer Note No. 40) 1.07 0.85

3.08 2.87


(` in Crores)As at


31st March 20145 SHORT TERM BORROwINGS

Cash Credit and Demand loan from BanksSecured (Refer Note No. 5.1 ) 27.15 14.79Unsecured 3.88 1.29

31.03 16.08Note No. 5.1Secured by hypothecation of Inventories & assignment of Book Debts ranking pari passu inter-se and by second charge on the fixed assets of the Company located at Nashik and Sinnar.

6 TRADE PAYABLESSundry Creditors for Goods (Refer Note No. 6.1 & 6.2 ) 66.23 57.96Sundry Creditors for Expenses (Refer Note No. 6.1 ) 51.65 40.30

117.88 98.26Note No. 6.1The Company has not received information from vendors regarding their status under Micro, Small and Medium Enterprises Development Act,2006 and hence disclosures relating to amounts unpaid as at the year end together with interest paid/payable under this Act, have not been given.

Note No. 6.2 : Sundry Creditors for goods includes 3.82 Crores due to subsidiary (Previous Year ` 0.62 Crores).

7 OTHER CURRENT LIABILITIESInterest Accrued but not due on Borrowings 0.01 -Unpaid Dividend 2.27 1.92Unpaid Matured Deposits and Interest Accrued thereon 0.04 0.06Other Liabilities Sundry Creditors For Capital Goods 0.04 0.04 Advances from Customers 3.84 3.73 Statutory Liabilities 6.62 5.93 Others 7.30 7.73

20.12 19.41

8 SHORT TERM PROVISIONSProvision for Employee BenefitsFor Leave Encashment (Refer Note No. 33) 0.34 0.44For Compensated Absences - sick leave (Refer Note No.33) 0.45 0.48Other ProvisionsProvision For Income Tax (Net of Advance Tax) 0.29 1.40Proposed Dividend ( Refer Note No. 8.1) 14.13 16.96Dividend Distribution Tax (Refer Note No. 8.1) 2.88 2.88Provision for Warranty (Refer Note No. 40) 0.54 0.43

18.63 22.59

Note No. 8.1The Board of Directors have recommended a final dividend of ` 1 (previous year ` 1.2) per share on par value of equity share of 2.0 each amounting to 14.13 Crores (previous year 16.96 Crores) for the financial year 2014-15. An interim dividend of ` 0.5 per share (previous year ` 0.5) amounting to ` 7.07 Crores (previous year ` 7.07 Crores) was paid during the financial year 2014-15. Hence, total dividend declared for the financial year 2014-15 would be ` 1.5 per share (previous year ` 1.7) amounting to ` 21.20 Crores (previous year ` 24.02 Crores) and Dividend Distribution Tax ` 4.29 Crores (previous year ` 4.08 Crores).



9. FIXED ASSETS (` in Crores) GROSS BLOCK DEPRECIATION/ AMORTISATION NET BLOCK

Particulars As at 1st April

2014

Additions Deductions / Adjustments (Refer Note

No. 9.4)

As at 31st

March 2015

As at 1st April

2014

For the year (Refer

Note No 9.5)

Deductions/ Adjustments (Refer Note

No 9.5)

As at 31st March 2015


As at 31st March

2014

Tangible Assets:Freehold Land 0.02 - - 0.02 - - - - 0.02 0.02Leasehold Land (Refer Note No. 9.1)

6.06 - 0.21 5.85 - - - - 5.85 6.06

Buildings ( Refer Note No. 9.1, 9.2 & 30)

40.21 0.02 3.59 36.64 17.13 1.26 1.46 16.93 19.71 23.08

Plant and Machinery (Refer Note No. 9.3)

88.04 3.92 13.59 78.37 78.04 3.25 11.14 70.15 8.22 10.00

Moulds and Dies 75.16 1.64 3.50 73.30 64.78 3.80 3.39 65.19 8.11 10.38Furniture & Fixtures 31.14 1.77 3.73 29.18 22.07 3.85 2.34 23.58 5.60 9.07Office Equipments 1.84 0.24 0.19 1.89 0.68 0.43 (0.14) 1.25 0.64 1.16Data Processing Machines

10.84 0.71 0.88 10.67 9.00 1.25 0.79 9.46 1.21 1.84

Vehicles 6.62 0.94 0.59 6.97 1.39 0.89 0.26 2.02 4.95 5.23

Total Tangible Assets 259.93 9.24 26.28 242.89 193.09 14.73 19.24 188.58 54.31 66.84Tangible Assets (Previous Year)

279.75 8.83 28.65 259.93 203.61 15.95 26.47 193.09 66.84 -

Intangible Assets:Patents and Trademarks 9.08 - - 9.08 8.97 0.04 - 9.01 0.07 0.11Computer Software 5.61 0.85 - 6.46 4.90 0.51 - 5.41 1.05 0.71Total Intangible Assets 14.69 0.85 - 15.54 13.87 0.55 - 14.42 1.12 0.82Intangible Assets (Previous Year)

14.26 0.43 - 14.69 12.77 1.10 - 13.87 0.82

Total Fixed Assets 274.62 10.09 26.28 258.43 206.96 15.28 19.24 203.00 55.43Total Fixed Assets (Previous Year)

294.01 9.26 28.65 274.62 216.38 17.05 26.47 206.96 67.66

Capital work- in- Progress

- - - - - - - - 1.09 0.74

Note No 9.1: Leasehold LandLease hold land includes original cost of ` Nil (Previous Year ` 0.21 Crores), further Building includes original cost of ` Nil (Previous Year ` 2.15 Crores) and net block ` Nil (Previous Year ` 0.42 Crores) being assets held for sale. The same has been valued at lower of cost and Net Realisable value.Note No 9.2: BuildingBuildings include Original cost of ` 0.70 Crores (previous year ` 0.70 Crores) being the cost of ownership flats represented by 10 (previous year 10) shares of ` 50 each of Co-operative housing societies.Note No 9.3: Plant & MachineryPlant & Machinery to the extent of ` 0.30 Crores ( Previous year ` 0.30 Crores) is hypothicated to the State Government of Uttarakhand ( SIDCUL Dehradun) as per agreement for the Capital Incentive Scheme.Note No 9.4: Obsolescence of Fixed AssetsDeduction/Adjustment includes Obsolescence of Fixed Assets done during the Year.Note No 9.5:Pursuant to Schedule II to the Companies Act, 2013 (‘the Act’) effective from April 1, 2014, the Company has revised depreciation rates on tangible fixed assets except Moulds, Furniture & Fixtures and Computer Server as per useful life specified in Part ‘C’ of Schedule II of the Act. Due to the same there has been a change in the estimated useful life of depreciable tangible assets which has affected the depreciation for the year ending 31st March 2015 and also for subsequent years during the remaining useful life of the assets.



Accordingly, the Company has re-worked depreciation with reference to the estimated economic lives of Fixed Assets prescribed by Schedule II of the Act during the year ended 31st March 2015. In case of an asset whose life is completed before 1st April 2014, the carrying amount (Net of residual value) of ` 4.70 Crores has been adjusted to the Retained Earnings after adjusting impact of deferred tax of ` 1.63 Crores and in other cases the carrying amount has been depreciated over the remaining revised useful life of the assets. As a result the charge for depreciation is higher by ` 2.59 Crores for the year ended 31st March 2015.

10 NON CURRENT INVESTMENT As at


31st March 2014Non Trade Investments (at cost) Face

Value per

Unit `

Number of Units

Amount (` In Crores)

Number of Units

Amount (` In Crores)

QuotedIn Equity InstrumentsWindsor Machines Limited. 2 1,000 0.01 1,000 0.01Kemp & Co Ltd. 10 1,909 - 1,909 -Jindal Southwest Holdings Ltd. 10 2,250 - 2,250 -Total Value of Quoted Investments 0.01 0.01Aggregate market value of Quoted Investments ` 0.32 Crores (previous year ` 0.17 Crores)Unquoteda) In Equity InstrumentsDinnette Exclusive Club Pvt Ltd. 100 500 - 500 -The Saraswat Co Op Bank Ltd. 10 2,000 - 2,000 -The Shamrao Vithal Co Op Bank Ltd. 25 100 - 100 -Investment in Wholly Owned Subsidiary Company Blow Plast Retail Ltd. 10 50,000 0.05 50,000 0.05VIP Industries Bangladesh Pvt Ltd . (Face Value of BDT 10)

- 9,070,475 6.44 9,070,475

6.44

Investments in Joint Venture (Refer Note No 10.1) VIP Nitol Industries Limited. (Face Value of BDT 1,000)

- 25,003 2.12 25,003 2.12

b) In Preference InstrumentsInvestment in Wholly Owned Subsidiary CompanyVIP Industries Bangladesh Pvt Ltd . (Face Value of BDT 10)

- 14,608,629 11.76 3,852,176 3.05

c) OthersTaluka Audyogik Sahakari Vasahat. Maryadit, Sinnar 100 10 - 10 -Total Value of Unquoted Investments 20.37 11.66Total of Long Term Investments 20.38 11.67Less : Provision for Diminution in the value of Investment

2.12 2.12

Net Value of Investment 18.26 9.55

Note No. 10.1:-During the year application has been filed for voluntary winding up of the VIP Nitol Industries Limited. The company has already made provision for diminution in value of investment of ` 2.12 Crores in the accounts. Consequently the disclosure under AS 27 “Joint Venture” is not applicable.



(` in Crores)As at


31st March 2014

11 DEFERRED TAX ASSETS (NET)Deferred Tax AssetsOn account of Expenses allowable under income tax on payment basis 1.09 1.16On account of Voluntary Retirement Scheme 0.56On account of Allowance for Bad & Doubtful Debts 0.38 0.38On account of difference in depreciation as per books and income tax 1.07 -

(A) 3.10 1.54Less : Deferred Tax LiabilitiesOn account of difference in depreciation as per books and income tax - 0.10

(B) - 0.10

Net Deferred Tax Assets (A-B) 3.10 1.44

12 LONG TERM LOANS & ADVANCES(Unsecured, Considered Good, unless specified otherwise)Capital Advances 1.10 1.67Security Deposits 15.68 18.21With related partyShare Application Money to Subsidiary (VIP Industries Bangladesh Pvt. Ltd.)

1.92 9.73

Other loans & AdvancesAdvance Recoverable in Cash or in kind or for value to be received 0.59 0.70Sales Tax Advance/Refund 5.38 5.68Inter Corporate Deposits 0.05 0.80Advance Income Tax and Income Tax Deducted at Source (Net of Provision for Taxation)

0.92 1.48

25.64 38.27

13 Other Non-Current AssetsOthersReceivable against Sale of Property 4.50 -

4.50 -

14 INVENTORIESRaw Materials (Refer Note No 14.1) 16.93 15.67Work-in-Progress 8.92 8.90Finished Goods 34.61 37.76Stock-in-Trade (Refer Note No 14.1 ) 161.33 109.70Stores & Spares, Packing Material and others 0.93 0.77

222.72 172.80



(` in Crores)As at


31st March 2014Note 14.1 : Goods in TransitRaw Material inventory includes Goods-in transit ` Nil (Previous year ` 0.20 Crores)Stock-in-Trade inventory includes Goods-in transit ` 12.52 Crores (Previous year ` 11.86 Crores)

15 TRADE RECEIVABLES(Unsecured)Outstanding For a Period exceeding Six Months from the date they are due for paymentConsidered Good 2.85 5.46Considered Doubtful 1.10 1.12OthersConsidered Good 108.25 89.55

112.20 96.13 Less : Allowance for Bad & Doubtful Debts 1.10 1.12

111.10 95.01

16 CASH AND BANK BALANCES:Cash and Cash Equivalents :Balances with Banks in:Current Accounts 1.93 2.67Remittance in Transit 2.03 4.97Cash on Hand 0.84 0.43

(A) 4.80 8.07Other Bank Balances :Unclaimed dividend Accounts (Refer Note No. 16.1 ) 2.27 1.92Unpaid Matured Deposits (Refer Note No. 16.1 ) 0.04 0.06Margin Money Account (Refer Note No. 16.2 ) 0.07 0.81

(B) 2.38 2.79

(A+B) 7.18 10.86

Note No. 16.1The Balances can be utilized only towards settlement of the unpaid dividend/unpaid matured deposits.Note No. 16.2Margin money deposits amounting to ` 0.07 Crores (Previous Year ` 0.81 Crores) are lying with bank against Bank Guarantees and Letter of credit.



(` in Crores)As at


31st March 2014

17 SHORT TERM LOANS & ADVANCES(Unsecured, Considered Good, unless specified otherwise)With related partyAmount Recoverable from Subsidiary (VIP Industries Bangladesh Pvt. Ltd.) 0.25 0.25OthersSecurity Deposits 6.14 2.40Advance Recoverable in Cash or in kind or for value to be received 2.03 4.24Advances to Employees 0.26 0.25Advance to Suppliers 4.31 8.44Balance with Statutory Authorities 7.84 7.87Advance Income Tax and Income Tax Deducted at Source (Net of Provision for Taxation)

3.47 2.01

24.30 25.46

18 OTHER CURRENT ASSETSInterest receivable 0.35 0.44Export Incentive Receivable 2.45 1.77Receivable against Sale of Property 0.50 -OthersSAD Refund Receivable 14.47 14.09Other (Refer Note No 18.1) 8.11 9.90

25.88 26.20Note No. 18.1Others include ` 0.31 Crores for Guarantee Commission Receivable from Subsidiary (VIP Industries Bangladesh Pvt. Ltd.) (Previous Year ` 0.19 Crores)

19 a) CONTINGENT LIABILITY1) Claims against the company not acknowledged as Debts 0.04 0.042) Disputed Income Tax Liability 2.23 3.113) Disputed Sales Tax Liability 115.44 77.434) Bonds issued under EPCG scheme 4.71 4.415) Disputed Excise duty liability 0.80 0.416) Disputed Employees state insurance corporation Liability. 0.08 0.08

b) COMMITMENTS Estimated Amounts of Contract remaining to be executed 0.48 1.37 on Capital account and not provided for



(` in Crores)For the Year ended 31st March 2015

For the Year ended31st March 2014

20 REVENUE FROM OPERATIONSSale of Products ( Refer Note No. 20.1) 1,058.87 983.65Income from Services (Refer Note No. 20.2) 1.22 2.28Other Operating RevenuesSale of Scrap 0.73 0.54Export Incentive 2.71 1.24Less: Excise Duty 15.84 14.89

1,047.69 972.82

Note No 20.1: Sale of Products:ParticularsSoft Luggage 773.13 682.51Hard Luggage 272.53 274.29Furniture 13.11 26.79Others 0.10 0.06

1,058.87 983.65

Note No 20.2: Income from Services:ParticularsJob Work 1.22 2.28

1.22 2.28

21 OTHER INCOMEInterest Income ( Refer Note No. 21.1) 0.20 0.65Dividend from Current Investment 0.20 0.19Miscellaneous Income including Rent 2.20 1.90

2.60 2.74

Note No. 21.1: Break-up of Interest receivedInterest Income on Deposits with Banks 0.06 0.11Interest Income on Income Tax - 0.14Interest Income on Inter Corporate Deposits 0.03 0.08Interest Income on Others 0.11 0.32

0.20 0.65

22 COST OF MATERIALS CONSUMEDCost of Materials Consumed (Refer Note No.22.1, 35 & 46) 145.99 151.40

Note No. 22.1: Cost of Materials ConsumedPolycarbonate 9.64 3.99Aluminium Sections 9.09 11.92Polypropylene 30.04 41.77Components & Other Materials 97.22 93.72

145.99 151.40

23 PURCHASES OF STOCK IN TRADESoft Luggage 483.14 410.17

483.14 410.17





24 CHANGES IN INVENTORIES OF FINISHED GOODS,wORK IN PROGRESS AND STOCK IN TRADEFinished GoodsOpening Stock 37.76 37.66Closing Stock 34.61 37.76

3.15 (0.10)work-in-ProgressOpening Stock 8.90 5.67Closing Stock 8.92 8.90

(0.02) (3.23)Stock-in-TradeOpening Stock 109.70 84.39Closing Stock 161.33 109.70

(51.63) (25.31) (48.50) (28.64)

25 EMPLOYEE BENEFITS EXPENSESalaries & Wages 96.27 84.10Contribution to Provident Fund & Other Funds 5.53 4.85Staff Welfare Expenses 4.20 3.83

106.00 92.78

26 FINANCE COSTSInterest Expense ( Refer Note No. 26.1) 0.84 0.79Other Borrowing Costs 0.43 0.78Net Gain/Loss on Foreign currency transactions and 0.01 0.23translation (considered as finance cost)

1.28 1.80

Note No. 26.1: Break-up of Interest ExpenseInterest Expense on Bank Borrowings 0.67 0.79Interest Expense on Income Tax 0.15 -Interest Expense on Others 0.02 -

0.84 0.79

27 OTHER EXPENSESConsumption of Stores and Spare parts (Refer Note No. 36) 1.20 1.69 Power & Fuel 13.26 13.04 Rent 38.61 36.61 Repairs for Buildings 0.21 0.11 for Machinery 0.54 0.39 for Other Repairs 6.41 7.16 7.95 8.45 Insurance 0.19 0.27Rates and Taxes (includes Wealth Tax ` 0.05 Crores (Previous Year ` 0.06 Crores)

2.85 2.83





Payment to Auditors (Refer Note No. 27.1) 0.26 0.28Freight, Handling and Octroi 55.72 48.28Discounts & Rebates 30.33 30.73CSR Expenditure 2.50 -Commission on Sales 1.06 1.86Advertisement and Marketing 62.97 57.06Travelling & Conveyance 15.30 13.43Legal & Professional Fees 5.36 3.26Communication Cost 3.89 3.42Bank Charges & Commission 1.78 2.16Human Resource Procurement 21.38 23.38Directors' Fees 0.07 0.06Investment Written Off (Refer Note No 27.2) - 1.66Less :- Provision for Diminution in Investment - - 1.66 -Allowance for Bad & Doubtful Debts 0.31 0.25Bad Debts written off during the year 0.33 0.17Less :- Provision for Bad & Doubtful Debts 0.33 - 0.17 -Net Loss on Foreign Currency Transactions 0.41 2.07Obsolescence of Fixed Assets 0.17 0.76Miscellaneous Expenses 19.88 16.37

284.66 266.26

Note No. 27.1 : Payment to Statutory AuditorsAudit Fees (including Limited Review) 0.14 0.14Tax Audit Fees 0.02 0.02Certification & other services 0.05 0.08Income Tax Representation 0.03 0.03Towards Service Tax* 0.02 0.26 0.02 0.29

* Note: Out of above, service tax credit of ` Nil (previous year ` 0.01 Crores), has been taken and the same has not been debited to the Statement of Profit & Loss.

Note No 27.2:The Carlton Travel Goods Limited (CTG) was dissolved with effect from 6th December 2011, vide an order issued by the Registrar of Companies of England & Wales Dated 13th December, 2011.Provision for Diminution in value of investment of 1.66 Crores was already made in the books, in earlier year. During the previous year the company had received approval from Reserve Bank of India to write off the investment in CTG and accordingly the investment of. 1.66 Crores had been written off during the previous year.





28 EXCEPTIONAL ITEMS - INCOME\(EXPENSES)IncomeProfit on sale of Non Trade Non Current Investment - 9.37Profit on Sale of Fixed Asset (Net) 6.34 6.39ExpensesCompensation under VRS Scheme (2.02) -

4.32 15.76

29 EARNING PER SHARE (EPS):(A) Profit attributable to Equity Shareholders (` in Crores) 47.86 58.39(B) No. of Equity Share outstanding during the year. 141,317,315 141,317,315(C) Face Value of each Equity Share ( `) 2.00 2.00(D) Basic & Diluted earning per Share ( `) 3.39 4.13

30 ASSETS TAKEN ON LEASE: The Company's major leasing arrangements are in respect of commercial /residential premises (including furniture and

fittings therein wherever applicable taken on leave and license basis). The aggregate lease rentals of ` 38.61 Crores (previous year ` 36.61 Crores) are charged as Rent and grouped under the Note No. 27 "Other Expenses". These leasing arrangements which are cancellable, range 11 months to 3 years, or longer and are usually renewable by mutually agreed terms and conditions.

Rental Income of ` 1.42 Crores (previous year ` 1.33 Crores) from Operating leases are recognised in the Statement of Profit & Loss & grouped under the Note No. 21 "Other Income".

The details of Asset given on lease are as under:

(` in Crores)2014-2015 2013-2014

Gross Block 1.82 1.82Accumulated Depreciation 0.41 0.41Written down value 1.41 1.41Depreciation for the year 0.03 0.03

There are no Contingent rent recognised in the Statement of Profit & Loss . The lease is cancellable in nature. 31 SEGMENT REPORTING: Segment Information for the year ended 31st March 2015 The Company has two primary business segments, viz i.Luggage, Bags & Accessories and ii. Furniture. Since the

segment revenue, segment result and segment assets of the segment 'Furniture' is less than 10% of the respective totals, the same is considered insignificant and accordingly no Primary segment is considered reportable. Since the segment revenue outside India in Previous year is more than 10% of the total revenue, geographical segment is reported as the secondary segment.

Information about secondary geographical business segment (` in Crores)

2014 - 15 2013 - 14within India Outside

IndiaTotal within India Outside

IndiaTotal

Segment Revenue 955.62 94.66 1,050.28 872.34 103.22 975.56Segment Assets 452.00 47.20 499.20 453.50 45.80 499.30Capital Expenditure 10.06 0.03 10.09 8.33 0.93 9.26



Notes:(a) The segment revenue in the geographical segments considered for disclosure are as follows:-

(i) Revenue within India includes sales to customers located within India and Earnings in India (ii) Revenue outside India includes sales to customers located outside India and Earnings outside India

(b) Segment Revenue, Segment Assets and Capital Expenditure include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.

32 RELATED PARTY DISCLOSURES:A) Name of the related party and description of relationship

Name of Related Parties Nature of RelationshipParties where control exists:Blow Plast Retail Ltd. Wholly owned Subsidiary CompanyVIP Industries Bangladesh Pvt Ltd. Wholly owned Subsidiary CompanyVIP Nitol Industries Ltd. Joint Venture (Refer Note No. 10.1)Key Management Personnel:Mr Dilip G. Piramal Whole time Director W.e.f. 15.05.2013 and ChairmanMs. Radhika Piramal Managing DirectorMr. Ashish K Saha Director Works

B) Details of Transactions during the year with related parties. (` in Crores)

Name of Related Parties Nature of Transactions during the year 2014-2015 2013-20141. VIP Industries

Bangladesh Pvt Ltd.Equity Contribution - 3.25

Preference Shares Contribution 8.71 3.05Commission Income 0.11 0.19Purchase of Goods 25.80 1.78Share Application Money - Preference Shares

0.89 9.73

2. Mr Dilip G. Piramal Remuneration Paid 1.02 0.86Commission 0.69 0.68

3. Ms. Radhika Piramal Remuneration Paid 1.33 1.29Commission 0.69 0.68

4. Mr. Ashish Saha Remuneration Paid 0.61 0.49

C) Balances at the year end.(` in Crores)

Name of Related Parties Particulars As on 31st March 2015

As on 31st March 2014

1. VIP Industries Bangladesh Pvt Ltd

Investment in Equity Shares 6.44 6.44

Investment in Preference Shares 11.76 3.05Reimbursement Receivables 0.25 0.25Share Application Money 1.92 9.73Sundry creditor for Goods 3.82 0.62Commission Receivable 0.31 0.19

2. VIP Nitol Industries Ltd Investment in Equity Shares 2.12 2.123. Mr Dilip G. Piramal Commission payable 0.69 0.684. Ms. Radhika Piramal Commission payable 0.69 0.685. Blow Plast Retail Ltd. Investment in Equity Shares 0.05 0.05



33 EMPLOYEE BENEFITS: As per Accounting Standard 15 "Employee Benefits", the disclosures of Employee benefits as defined in the said

Accounting Standards are given below : Defined Contribution Plan Contribution to Defined Contribution Plan, recognised as an expense for the year are as under :

(` in Crores)2014-15 2013-14

Employer's Contribution to Providend Fund 3.79 3.40

Defined Benefit Plan The Company has schemes for long-term benefits such as provident fund,gratuity,leave encashment and Compensated

absences for sick leave. In case of funded scheme, the funds are recognised by the Income tax authorities and administered through trustees / appropriate authorities. The Company's defined benefit plans include provident fund, gratuity,leave encashment and Compensated absences for sick leave. In terms of the Guidance on implementing the revised AS 15, issued by the Accounting Standards Board of the Institute of Chartered Accountants of India, the provident fund set up by the Company is treated as a defined benefit plan since the Company has to meet the interest shortfall, if any. However, as at the year end no shortfall remains unprovided for. It is not practical or feasible to actuarially value the liability of provident fund considering that the rate of interest as notified by the Government can vary annually. Further the pattern of investments for investible funds is as prescribed by the Government. Accordingly other related disclosures in respect of provident fund have not been made.

The following table sets out the assumptions taken, status of the gratuity plan,leave encashment and Compensated absences for sick leave the amount recognised in the Company Financial Statements as on 31st March 2015

(` in Crores)

2014-15 2013-14Gratuity Leave

EncashmentCompensated

absences- Sick Leave

Gratuity Leave Encashment

Compensated absences- Sick

Leave(Funded plan) (Non-funded

plan)(Non- Funded

plan)(Funded plan) (Non-funded

plan)(Non- Funded

plan)

(i) AssumptionsDiscount Rate 7.85% 7.85% 7.85% 9.20% 9.20% 9.20%Rate of increase in Compensation levels

5.00% 5.00% 5.00% 5.00% 5.00% 5.00%

Rate of Return 9.30% - - 9.30% - -(ii) Change in present value of obligationProjected Benefit Obligations at the beginning of the year

18.07 1.93 1.01 18.49 1.81 -

Interest Cost 1.45 0.15 0.09 1.39 0.12 -Service Cost 4.25 0.66 0.69 1.62 0.52 0.54Benefits paid (4.64) (0.52) - (2.81) (0.58) -Actuarial (gain) / loss on obligations (1.16) (0.53) (0.69) (0.62) 0.06 0.46Projected Benefit Obligations at the end of the year

17.97 1.70 1.10 18.07 1.93 1.01

(iii) Changes in Fair value of Plan AssetsFair value of Plan Assets at the beginning of the year

18.38 - - 18.75 - -

Adjustment to opening Fair value of Plan Assets

- - - (0.00) - -

Expected Return on Plan Assets 1.54 - - 1.66 - -Contributions 0.90 0.52 - 0.94 0.58 -Benefits paid (4.64) (0.52) - (2.81) (0.58) -



(` in Crores)2014-15 2013-14



Leave




plan)(Non- Funded


plan)(Non- Funded

plan)Gain / (loss) on Plan Assets 1.85 - - (0.15) - -Fair value of Plan Assets at the end of the year

18.03 - - 18.38 - -

(iv) Fair value of Plan AssetsFair value of Plan Assets at the beginning of the year

18.38 - - 18.75 - -


- - - (0.00) - -

Actual return on Plan Assets 3.38 - - 1.51 - -Contributions 0.90 0.52 - 0.94 0.58 -Benefits paid (4.64) (0.52) - (2.81) (0.58) -Fair value of Plan Assets at the end of the year

18.03 - - 18.38 - -

Funded Status 0.05 (1.70) (1.10) 0.31 (1.93) (1.01)Excess of actual over expected return on Plan Assets

1.85 - - (0.15) - -

(v) Actuarial gain/loss recognised :Actuarial gain/(loss) for the year - Obligation

1.16 0.53 0.69 0.62 (0.06) (0.46)

Actuarial gain/(loss) for the year - Plan Assets

1.85 - - (0.15) - -

Total Gain/(loss) for the period 3.01 0.53 0.69 0.47 (0.06) (0.46)Actuarial gain/(loss) recognised for the period

3.01 0.53 0.69 0.47 (0.06) (0.46)

Unrecognised Actuarial Gain/(Loss)(vi) The amounts to be recognised in the Balance Sheet and Statement of Profit or Loss

-

Present value of obligations as at the end of the year

17.97 1.70 1.10 18.07 1.93 1.01

Fair value of plan assets as at the end of the year

18.03 - - 18.38 - -

Funded status 0.05 (1.70) (1.10) 0.31 (1.93) (1.01)Unrecognised Actuarial Gain/(Loss) - - - - - -Net Asset /(liability) recognized in balance sheet

0.05 (1.70) (1.10) 0.31 (1.93) (1.01)

(vii) Expenses Recognised in statement of Profit & LossCurrent Service Cost 4.25 0.66 0.69 1.62 0.52 0.54Interest Cost 1.45 0.15 0.09 1.39 0.12 -Adjustment to opening Fair value of Plan Assets

- - - 0.00 - -

Expected return on Plan Assets (1.54) - - (1.66) - -Net Actuarial (gain) / loss recognised in the year

(3.01) (0.53) (0.69) (0.47) 0.06 0.46

Expenses recognised in the statement of Profit & Loss

1.16 0.28 0.10 0.88 0.70 1.01



(` in Crores)2014-15 2013-14



Leave




plan)(Non- Funded


plan)(Non- Funded

plan)(viii) Movements in the liability recognised in the Balance SheetOpening Net liability (0.31) 1.93 1.01 (0.25) 1.81 -Adjustment to opening Fair value of Plan Assets

- - - - - -

Expense as above 1.16 0.28 0.10 0.88 0.70 1.01Contributions (0.90) (0.52) - (0.94) (0.58) -Closing Net liability (0.05) 1.70 1.10 (0.31) 1.93 1.01(ix) Experience Analysis - LiabilitiesActuarial (Gain)/Loss due to change in bases

1.09 0.18 0.12 (0.27) (0.15) -

Experience (Gain) / Loss due to Change in Experience

(2.25) (0.71) (0.81) (0.35) 0.21 0.46

Total (1.16) (0.53) (0.69) (0.62) 0.06 0.46Experience Analysis - Plan AssetsExperience (Gain) / Loss due to Change in Plan Assets

(1.85) - - 0.15 - -

Current Liability - 0.34 0.45 - 0.44 0.48Non-Current Liability 17.97 1.35 0.66 18.07 1.50 0.52

34 VALUE OF IMPORTS ON C.I.F. BASIS IN RESPECT OF: (` in Crores)

2014-15 2013-14a ) Raw Material 8.43 7.60b ) Capital Goods 2.18 0.10c ) Stores & Spares 0.05 0.09

10.66 7.79

35 IMPORTED AND INDIGENOUS RAw-MATERIALS AND COMPONENTS CONSUMED : (` in Crores)

2014-2015 2013-2014 % Value % Value

Raw MaterialsImported* 0% - 3% 1.85Indigenous 100% 48.77 97% 55.83

Subtotal (A) 100% 48.77 100% 57.68Components and other Raw Materials

Imported* 7% 7.21 6% 5.17Indigenous 93% 90.01 94% 88.55

Subtotal (B) 100% 97.22 100% 93.72

TOTAL (A)+(B) 145.99 151.40

* Excludes imported items purchased locally.



36 IMPORTED AND INDIGENOUS STORES & SPARES CONSUMED: (` in Crores)

2014-2015 2013-2014% Value % Value

Imported * 5% 0.06 6% 0.10Indigenous 95% 1.14 94% 1.59

100% 1.20 100% 1.69 * Excludes imported items purchase locally.

37 DETAILS OF DIVIDEND REMITTED OUTSIDE INDIA IN FOREIGN CURRENCIES AS FOLLOwS :

2014-2015 2013-2014a) Final Dividend :

i) No. of non-resident shareholders 435 428ii) No. of shares held by the shareholders 228,410 235,610iii) Amount remitted (` in Crores) 0.03 0.02iv) Year to which pertains 2013-14 2012-13

b) Interim Dividend :i) No. of non-resident shareholders 435 438ii) No. of shares held by the shareholders 239,660 241,660iii) Amount remitted (` in Crores) 0.01 0.01iv) Year to which pertains 2014-15 2013-14

38 EXPENDITURE IN FOREIGN CURRENCY: (` in Crores)

2014-2015 2013-2014Travelling 2.82 2.48Interest 0.07 0.25Commission 0.89 1.66Capital assets 0.03 0.92Import of goods 313.68 274.55Payable on other accounts 23.21 21.26

340.70 301.12

39 EARNINGS IN FOREIGN CURRENCY : (` in Crores)2014-2015 2013-2014

FOB value of exports 93.24 101.66Freight 1.32 1.31Interest Income 0.00 0.04Commission Income 0.11 0.20

94.67 103.21

40 DISCLOSURE RELATING TO wARANTY PROVISIONS:- The movement in the following provisions is summarised as under :

(` in Crores)2014-2015 2013-2014

Opening 1.28 0.96Additions 0.66 0.59Utilisation/reversal 0.33 0.27Closing Balance 1.61 1.28



Notes:a) The Closing Balance includes ` 0.54 Crores as Short Term and ` 1.07 Crores as Long Term in Current year (Previous

year ` 0.43 Crores as short Term and ` 0.85 Crores as Long Term)

b) A Provision has been recognised for the expected Warranty Claims on Product Sold based on past experience. It is expected that the majority of this expenditure will be incurred in the next 2-3 Years.

41 RESEARCH & DEVELOPMENT EXPENDITURE: (` in Crores)

2014-2015 2013-2014Revenue Expenditure included in Employee Benefits 0.84 1.12Revenue Expenditure included in other expenses 1.21 1.09Total 2.05 2.21

42. DERIVATIVES :-

A) HEDGED : The Company has entered into Forward Exchange Contracts, being derivative instruments for hedge purpose and not intended for trading or speculation purposes, to establish the amount of currency in Indian Rupees required or available at the settlement date of certain payables and receivables. The following are the outstanding Forward Exchange Contracts entered into by the Company:

Buy or Sell As on 31.03.2015 As on 31.03.2014 Foreign Currency(` in Crores) Amount

in Foreign Currency

(` in Crores) Amount in Foreign Currency

BUY - - 3.54 590,537 USD

B) UNHEDGED: The year end Foreign Currency exposures that have not been hedged by a derivative instrument as outstanding are as under:

As on 31.03.2015 As on 31.03.2014 Foreign Currency



a) Receivables :- 17.96 2,873,324 13.21 2,205,665 USD

0.48 616,539 0.17 218,820 HKD 0.18 108,628 0.17 101,349 AED 0.01 1,307 0.15 15,183 GBP

b) Payables :- 0.06 9,627 0.10 12,435 EUR 0.24 144,062 0.17 106,354 AED

43.14 6,902,357 27.11 4,524,369 USD 0.03 44,606 0.03 44,606 HKD 0.02 2,335 0.03 2,667 GBP

43 CORPORATE INFORMATION VIP INDUSTRIES LTD. ( the 'Company) is a public limited company domiciled in India and is listed on the Bombay

Stock Exchange (BSE) and the National Stock Exchange of India Limited (NSE). The Company is Asia’s No.1 Luggage manufacturer and heralded the birth of modern luggage in India. The Company has manufacturing facilities at various locations across India. The Company has set up a wholly owned subsidiary in Bangladesh under the name and style VIP Industries Bangladesh Private Limited to manufacture and market luggage and bags.



44 STATEMENT OF SIGNIFANT ACCOUNTING POLICIES AND PRACTICES:

A) BASIS OF ACCOUNTING:

The Financial Statements have been prepared under the historical cost convention on an accrual basis and comply in all material aspects with the mandatory accounting standards and the relevant provisions of the Companies Act, 2013.

B) USE OF ESTIMATES :

The presentation and preparation of financial statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amount of revenues and expenses during the reporting year. Difference between the actual result and the estimates are recognized in the year in which the results are known / materialized.

C) INVENTORY:

(i) Raw materials, components, stores & spares, packing material, Work-in-Process & finished goods are valued at lower of cost and net realisable value.

(ii) Cost of Raw Materials,components, stores & spares and packing material are valued at Weighted Average Cost.

(iii) Cost of inventory includes purchase cost/cost of conversion and other costs incurred in bringing the inventory to their present location and condition.

(iv) Scrap is valued at net realisable value.

D) CASH AND CASH EQUIVALENTS :

Cash and Cash equivalents for the purpose of cash flow statements comprise cash at bank and in hand and short-term investments with an original maturity of three months or less.

E) REVENUE RECOGNITION :

Sale & Sale of Services

(i) Sales are recognised when goods are supplied and are recorded inclusive of Excise Duty and net off Value Added Tax and trade discount.

(ii) Revenues from Services are recognised as and when services are rendered.

Other Income

Interest income is accrued on accrual basis.

Export Benefits

All export benefits other than advance license benefits are accounted for on accrual basis.

Dividends

Dividend Income is accounted for as and when received.

F) FIXED ASSETS AND DEPRECIATION:

(i) The depreciation on tangible fixed assets has been provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies Act,2013 except in respect of the following categories of assets, in which life of the assets has been assessed based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers warranties and maintenance support etc.

Assets Useful lifeFurniture and Fixtures in company run stores 2 yearsComputer Server 3 yearsSoft luggage Moulds 2 yearsHard Luggage Moulds around 6 years



(ii) Intangible assets are identified when the assets are expected to provide future enduring economic benefits. The assets are identified in the year in which the relevant asset is put to use in the production or supply of goods or services. The assets are amortised over a period of estimated useful life as determined by the management.

- Expenditure on trademarks is amortised over a period of ten years on straight line method.

- Expenditure on patents is amortised over a period of ten years on straight line method or over the period of control, whichever is earlier.

- Expenditure on Computer Software is amortised over a period of three years on straight line method.

G) FOREIGN CURRENCY TRANSACTIONS :(i) In respect of foreign exchange transaction, the transaction in foreign currency is recorded in rupees by applying

the exchange rate prevailing on the date of the transaction. Amount short or excess realised/incurred is transferred to Statement of Profit and Loss.

(ii) All foreign currency liabilities / assets not covered by forward contracts, are restated at the rates prevailing at the year end and any exchange differences are debited / credited to the Statement of Profit & Loss .

(iii) In respect of transaction covered by forward contracts, the difference between the contract rate and the spot rate on the date of transaction is charged to the Statement of Profit & Loss over the period of the contract.

H) GOVERNMENT GRANTS & SUBSIDY: The Government Grants are treated as deferred income. The deferred income is recognised in the Statement of profit

and loss on systematic and rational basis over the periods necessary to match them with the related costs, which they are intended to compensate.

I) INVESTMENTS: Long term investments are stated at cost. Provision for diminution in value of long term investment is made only if

such decline is other than temporary in the opinion of the management. Current investment are carried individually, at the lower of cost and fair value.

J) EMPLOYEE BENEFITS:(i) Short term employee benefits are recognised as an expense at the undiscounted amounts in the Statement of

Profit and Loss of the year in which the related service is rendered.

(ii) Contribution payable to the recommended Provident Fund is charged to Statement of Profit and Loss.

(iii) Liabilities in respect of Gratuity & Leave Encashment which are defined benefit plans other than provident fund schemes are determined based on actuarial valuation made by an independent actuary as on the balance sheet date. The actuarial gains or losses are recognised immediately in the Statement of Profit and Loss.

K) SEGMENT REPORT:(i) The company identifies primary segment based on the dominant source, nature of risks and returns and the

internal organisation and management structure. The operating segment are the segments for which separate financial information is available and for which operating profit/loss amounts are evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance.

(ii) The analysis of geographical segments is based on the areas in which major operating divisions of the Company operate.

L) BORROwING COST : Borrowing cost attributable to the acquisition or construction of qualifying assets is capitalised as part of the cost of

such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use or sale as per Accounting Standard 16 "Borrowing Cost". All other borrowing costs are charged to revenue.

M) EARNINGS PER SHARE : Basic earnings per share is computed by dividing net profit or loss for the period attributable to equity shareholders

by the weighted average number of shares outstanding during the year. Diluted earnings per share amounts are computed after adjusting the effects of all dilutive potential equity shares except where the results would be anit-dilutive. The numbers of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share, and also the weighted average number of equity shares, which could have been issued on the conversion of all dilutive potential equity shares.



N) TAXATION :

(i) Provision for income tax is made on the basis of the taxable income for the current accounting period in accordance with the provisions of Income Tax Act, 1961.

(ii) The deferred tax for timing differences between the book profits and tax profits for the year is accounted for using the tax rates and laws that have been enacted or substantially enacted as of the Balance Sheet date. Deferred tax asset arising from timing differences are recognised to the extent there is a virtual certainity that this would be realised in future and are reviewed for the appropriateness of their respective carrying values at each Balance Sheet date.

O) LEASE :

(i) Lease rentals in respect of assets acquired under operating leases are charged to the Statement of Profit and Loss.

(ii) Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases.

(iii) Leases in which the company does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Assets subject to operating leases are included in fixed assets. Lease income on an operating lease is recognised in the statement of profit and loss on a straight-line basis over the lease term. Costs, including depreciation, are recognised as an expense in the statement of profit and loss. Initial direct costs such as legal costs, brokerage costs, etc., are recognised immediately in the statement of profit and loss.

P) Research and Development Expenses

Revenue expenditure pertaining to research is charged to Statement of Profit and Loss. Development costs of products are also charged to the Statement of Profit and Loss unless a product's technical feasibility has been established, in which case such expenditure is capitalised. The amount capitalised comprises expenditure that can be directly attributed or allocated on a reasonable and consistent basis to creating,producing and making the asset ready for its intended use. Fixed assets utilised for research and development and depreciated in accordance with the policies stated for Fixed Assets.

Q) IMPAIRMENT OF ASSETS :

The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists,the management estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the Statement of Profit and Loss. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost.

R) PROVISION AND CONTINGENT LIABILTIES:

The Company creates a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that May but probably will not, require an outflow of resources. Where there is possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

S) OPERATING CYCLE:

Based on the nature of products/activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non current.

45 Balances of Trade Receivables, Trade Payables, Loans & Advances are subject to confirmation and consequential adjustments, if any.

46 During the year there was fire in one of the plant of the Company and Properties & Inventories of the company were damaged. As the losses are fully recoverable from insurance company the same has been shown as receivable from insurance comapny.There is no impact on the Profit of the company for the year. In respect of losses which are being identified and quantified, the management expects that the losses are fully recoverable from insurance company and the same are being accounted on its determination.



47 During the year, the Company has made a provision of ` 0.28 Crores (Previous Year ` 0.52 Crores) for excise duty on closing stocks, other than goods meant for exports in bonded warehouse. The excise duty is also included in valuation of the closing stock of finished goods inventories. There is no effect on the profit for the year.

48 In the opinion of the Board, amounts of Current Assets, Loans and Advances have value on realisation in the ordinary course of business at least equal to at which they are stated.

49 The previous year figures have been regrouped/reclassified, wherever necessary to confirm to the current presentation.












TO THE MEMBERS OF VIP INDUSTRIES LIMITED

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of VIP INDUSTRIES LIMITED (hereinafter referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together are referred to as “the Group”), comprising of the Consolidated Balance Sheet as at 31st March 2015, and the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial control system over financial reporting in place and effectiveness of such control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (b) of the other matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Group as at 31st March 2015 and its profit and its cash flows for the year ended on that date.

Other Matters

(a) We did not audit the Financial Statement of the Subsidiary Company VIP Industries Bangladesh Private Limited whose financial statement reflect total assets of ` 256,630,640 as at 31st March 2015 total revenue of ` 256,742,123 and net cash flows of ` 1,172,984 for the period ended on that date, as considered in the consolidated financial statement. These financial statement of the Subsidiary VIP Industries Bangladesh Private Limited have been audited by another auditor,


INDEPENDENT AUDITORS’ REPORT INDEPENDENT AUDITORS’ REPORT

whose reports have been furnished to us by the management and our opinion on the consolidated financial statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiary, and our report in terms of sub- section (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary is based solely on the reports of the other auditor.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the order which are applicable to the Holding Company, VIP Industries Limited and its Indian subsidiary, Blow Plast Retail Limited but are not applicable in case of the foreign subsidiary VIP Industries Bangladesh Private Limited. Accordingly the reporting on these matters is based on the reports of the Holding Company VIP Industries Limited and its Indian subsidiary Blow Plast Retail Limited wherever clauses of the order are applicable.

2. As required by Section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated financial statements;

b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid financial statements have been kept so far as it appears from our examination of those books and the reports of other auditors.

c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the Consolidated Financial statements.

d. In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the directors as on 31st March 2015 taken on record by the Board of Directors of the Holding Company and its subsidiary incorporated in India, none of the directors of the Group is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Consolidated Financial Statements has disclosed the impact of pending litigations on the consolidated financial of the Group – Refer Note No. 19(a) to the financial statements;

ii. The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the holding company and its subsidiary incorporated in India.






Annexure to the Independent Auditor’s Report on the consolidated financial statements referred to in paragraph titled as “Report on other Legal and Regulatory Requirements” to the members of VIP Industries Limited for the year ended 31st March 2015.

“Our reporting on the order includes one subsidiary company to which the order is applicable to the extent considered applicable for reporting under the order in case of the consolidated financial statements.”

On the basis of the records produced to us for our verification / perusal, such checks as we considered appropriate, and in terms of information and explanation given to us on our enquiries, we state that:

(i) (a) The holding company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company are physically verified by the Management of the holding company according to a phased program designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the holding Company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management of the holding company during the year and discrepancies noticed between the book records and the physical inventories were not material and have been properly dealt with in the accounts.

(ii) (a) During the year, the inventories have been physically verified by the management of the holding company. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management of the holding company are reasonable and adequate in relation to the size of the Holding Company and the nature of its business.

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Holding Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to the book records were not material and have been properly dealt with in the books of account.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Holding Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit no continuing failure to correct major weakness in such internal controls system has been observed.

(v) The Holding Company has not accepted any deposits from the public during the year. In respect of unclaimed deposits, the Holding Company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 of the Act or any other relevant provision of the Act and the rules framed there under. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

(vii) According to information and explanation given to us, in respect of the Statutory dues of the Holding Company and the subsidiary company incorporated in India:

(a) The respective entities are generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Customs Duty, Cess and other statutory dues applicable to it with the appropriate authorities except undisputed amounts of the Holding Company were outstanding at the year end for a period of more than six months from the date they became payable in respect of Works Contract Tax of ` 1,274, Sales Tax of ` 210,277 and Income Tax of ` 116,437.

(b) According to the records of the respective companies, there are no dues in respect of Wealth Tax, Service Tax, Customs Duty, and Cess, which have not been deposited on account of any dispute.



The disputed amounts of the holding company that have not been deposited in respect of Income Tax, Excise Duty and Sales Tax are as under:

Sr. No.

Name of the Statue Nature of the Dues

Amount (`)

Financial Year to which the amount relates

Forum where dispute is pending

1. Central Sales Tax Act, 1956 and Sales Tax Acts of various

states

Sales Tax/VAT and Entry Tax


Assistant Commissioner of Sales Tax

1,504,375 2013-14 Intelligence Superintendent


Sales tax Officers

20,310 2005-06 Commercial Tax Officer


Deputy/Sr. Deputy Commissioner of Sales Tax (Appeals)


Joint/Sr.Joint Commissioner of Sales Tax (Appeals)


Joint Director of Industries

19,255,110 2011-2012 and 2012-2013 Commissioner of Sales Tax


Sales Tax Tribunal



2. Income-tax Act, 1961 Income Tax 7,942,088 2009-2010 and 2010-2011 Commissioner of Income Tax (Appeals)

4,371,873 2004-2005 and 2005-2006 Honorable High Court

139,161 2005-2006 Assessing Officer (ITO)

3. Central Excise Act, 1944

Excise duty on Cenvat

dues

2,112,981 2000-01, 2004-05 and 2008-09 Honorable High Court

5,00,000 2006-2007 to 2010-2011 Customs, Excise and Service Tax Appellate Tribunal

32,42,162 2000-2001 and 2001- 2002 Honourable Supreme Court

(c) The Holding Company is regular in transferring amounts to the Investor Education and Protection Fund in accordance with the provision of the Companies Act, 1956 and rules made there under.

(viii) The Group does not have accumulated losses at the end of the financial year. The Group has not incurred cash losses on consolidated basis during the current financial year covered by the audit and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanation given to us, the Holding Company has not defaulted in repayment of dues to banks during the year. The Holding Company has not taken any loans from financial institutions and has not issued debentures during the year.

(xii) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud has been noticed or reported during the year on the Holding Company or on its subsidiary company or by the Holding Company or by its subsidiary Company.

(xiii) The clause numbers (i), (ii), (iii), (iv), (v), (vi), (vii) (c), (ix), (x), (xi) of the Order are not applicable to the Indian subsidiary and clause numbers (iii), (vi), (x), (xi) are not applicable to the Holding Company.





CONSOLIDATED BALANCE SHEET

(` in Crores)

Note As at


31st March 2014I EQUITY AND LIABILITIES

(1) Shareholders’ Funds (a) Share Capital 1 28.26 28.26 (b) Reserves & Surplus 2 277.49 258.76

305.75 287.02 (2) Non-Current Liabilities (b) Other Long Term Liabilities 3 1.46 1.03 (c) Long Term Provisions 4 3.08 2.87

4.54 3.90 (3) Current Liabilities (a) Short Term Borrowings 5 31.03 16.08 (b) Trade Payables 6 119.03 99.10 (c) Other Current Liabilities 7 20.44 20.35 (d) Short Term Provisions 8 18.63 189.13 22.59 158.12

TOTAL 499.42 449.04 II ASSETS

(1) Non-Current Assets (a) Fixed Assets 9 (i) Tangible Assets 69.85 83.75 (ii) Intangible Assets 1.45 1.12 (iii) Capital Work - in - Progress 1.09 0.74

72.39 85.61 (b) Non Current Investment 10 0.01 0.01 (c) Deferred Tax Assets (Net) 11 3.10 1.44 (d) Long Term Loans and Advances 12 24.17 28.94 (e) Other non - current assets 13 4.50 -

31.78 30.39 (2) Current Assets (a) Inventories 14 226.89 175.62 (b) Trade Receivables 15 111.10 95.01 (c) Cash & Bank Balances 16 7.52 11.09 (d) Short Term Loans and Advances 17 24.17 25.31 (e) Other Current Assets 18 25.57 395.25 26.01 333.04

TOTAL 499.42 449.04 Contingent Liabilities and Commitments 19SIGNIFICANT ACCOUNTING POLICIES & NOTES ON FINANCIAL STATEMENTS

1 to 46

The notes referred above form an integral part of the Balance sheet.










(` in Crores)

NoteFor the Year ended

31st March 2015 For the Year ended 31st March 2014

INCOME:Revenue from Operations 1,063.53 987.71 Less :- Excise Duty 15.84 14.89 Net Revenue from Operations 20 1,047.69 972.82 Other Income 21 2.49 2.55 Total Revenue 1,050.18 975.37 EXPENSES:Cost of Materials Consumed 22 163.02 153.85 Purchases of Stock - in - Trade 23 457.34 408.38 Changes in Inventories of Finished Goods, Work - in Progress and Stock - in - Trade

24 (47.60) (29.91)

Employee Benefits Expense 25 109.69 93.32 Finance Costs 26 1.28 1.80 Depreciation & Amortization Expenses 9 17.52 17.05 Other Expenses 27 287.76 266.89 Total Expenses 989.01 911.38 Profit before exceptional items and tax 61.17 63.99 Add :- Exceptional Items -Income\(Expense) 28 4.32 15.76 Profit before tax and after Exceptional Items 65.49 79.75 Less : Tax expense(1) Current tax 19.69 22.80 (2) Deferred tax (0.04) (2.14)(3) Short/(Excess) provision for Tax relating to prior year (0.75) 1.45

18.90 22.11 Profit for the year 46.59 57.64 Earning per equity share (EPS) of face value of ` 2 each : 29Basic and Diluted Earnings Per Share (excluding Extraordinary items, net of tax)

3.30 4.08

Basic and Diluted Earnings Per Share (including Extraordinary items, net of tax)

3.30 4.08

SIGNIFICANT ACCOUNTING POLICIES & NOTES ON FINANCIAL STATEMENTS

1 to 46

The notes referred above form an integral part of the Statement of Profit and Loss









CONSOLIDATED STATEMENT OF PROFIT AND LOSS


(` in Crores)

For the Year ended 31st March 2015


A. CASH FLOw FROM OPERATING ACTIVITIES

Net profit before tax 65.49 79.75

Adjusted for:

Depreciation/ Amortisation Expense 17.52 17.05

Wealth Tax 0.06 0.06

Dividend Received (0.20) (0.19)

Interest Expense 0.84 1.20

Interest Income (0.20) (0.65)

(Gain) /Loss on Exchange Rate Fluctuation (0.04) (1.80)

(Gain) /Loss on Translation 0.74 (0.02)

Adjustment for Capital Incentive (0.05) (0.05)

(Profit) / Loss on sale of Investments - (9.37)

(Profit)/Loss on sale of fixed assets (Net) (6.17) (5.63)

12.50 0.60

Operating profit before working capital changes 77.99 80.35

Adjusted for :

Trade and Other Receivables (7.14) (10.56)

Inventories (56.98) (30.38)

Trade and Other Payables 20.73 32.94

(43.39) (8.00)

Cash Generated from Operations 34.60 72.35

Direct Taxes Paid (Net of refund received) (21.01) (22.09)

NET CASH FROM OPERATING ACTIVITIES 13.59 50.26

B. CASH FLOw FROM INVESTING ACTIVITIES

Purchase of Fixed assets/ Payment Towards Capital Work in Process

(10.84) (20.48)

Intercorporate deposits Received back 0.75 0.37

Sale of Investments - 9.66

Sale of Fixed Assets 6.71 7.82

Interest Income 0.30 0.63

Dividend Received 0.20 0.19

NET CASH USED IN INVESTING ACTIVITIES (2.88) (1.81)

CONSOLIDATED CASH FLOw STATEMENT


(` in Crores)



C. CASH FLOw FROM FINANCING ACTIVITIES

Interest Paid (0.84) (1.28)

Proceeds / (Repayments) from / of Borrowings (net) 14.94 (23.58)

Dividend paid (inclusive of Dividend Distribution Tax) (27.97) (24.45)

NET CASH USED IN FINANCING ACTIVITIES (13.87) (49.31)

NET CHANGES IN CASH AND CASH EQUIVALENTS(A+B+C) (3.16) (0.86)

OPENING BALANCE OF CASH AND CASH EQUIVALENTS 8.30 9.16

CLOSING BALANCE OF CASH AND CASH EQUIVALENTS 5.14 8.30

(3.16) (0.86)

Notes:

(1) Cash and Cash Equivalents include (Refer Note No. 16) :

Cash and Cheques on Hand 0.84 0.43

Balances with Scheduled Banks in :

*Current Accounts 2.27 2.90

Remittance in Transit 2.03 4.97

Total 5.14 8.30

*Closing Balance includes exchange rate difference Loss of ` 0.02 Crores (previous year Gain ` 0.01 Crores)

(2) Interest income includes interest received on account of income tax refund of ` Nil (Previous year ` 0.14 Crores) which has been considered from operational activities of the company.









CONSOLIDATED CASH FLOw STATEMENT


(` in Crores)



1 SHARE CAPITAL

Authorized Share Capital

246,500,000 Equity shares of ` 2/- each

(Previous Year 246,500,000 Equity shares of ` 2/- each) 49.30 49.30

1000 9% Redeemable Cumulative

Preference shares of `1000/- each 0.10 0.10

(Previous Year 1000 Preference shares of `1000/- each)

49.40 49.40

Issued, Subscribed and Fully Paid Up Share Capital

141,317,315 Equity shares of ` 2/- each 28.26 28.26

(Previous year 141,317,315 Equity shares of ` 2/- each)

Total Issued, Subscribed and Fully paid Up Share Capital 28.26 28.26

Note No.1.1: The reconciliation of the number of Equity shares outstanding at the beginning and at the end of reporting period 31st March 2015:

As at 31st March 2015 As at 31st March 2014

Number of Shares

` in Crores Number of Shares

` in Crores

Number of Equity shares at the beginning 141,317,315 28.26 141,317,315 28.26

Add :- Shares issued during the year - - - -

Less :- Shares Bought back - - - -

Number of Equity shares at the end of the year 141,317,315 28.26 141,317,315 28.26

Note No. 1.2 :Terms/rights attached to equity shares:

The Company has only one class of Issued, subscribed and fully paid up shares referred to as Equity Shares having a par value of 2 each. Each holder of Equity Share is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

Note No. 1.3:- The details of shareholders holding more than 5% shares:Name of the shareholders As at 31st March 2015 As at 31st March 2014

No of Shares held

% No of Shares held

%

DGP Securities Ltd. 36,581,765 25.89% 36,581,765 25.89%

Vibhuti Investments Co. Ltd. 21,862,645 15.47% 21,862,645 15.47%

NOTES ON CONSOLIDATED FINANCIAL STATEMENTS


(` in Crores)



2 RESERVES & SURPLUSCapital ReserveAt the beginning and at the end of the year (A) 0.15 0.15 Capital Redemption ReserveAt the beginning and at the end of the year (B) 0.15 0.15 Securities Premium ReserveAt the beginning and at the end of the year (C) 33.53 33.53 Capital IncentiveAt the beginning of the year 1.04 1.09 Less : Transferred to Statement of Profit & Loss 0.05 0.05 At the end of the year (D) 0.99 1.04 General ReserveAt the beginning of the year 188.51 158.23 Add: Transferred from surplus 22.37 30.28 Less : Adjustment of carrying amount (Net of Deferred Tax) as per Schedule II of Companies Act 2013 (Refer Note No 9.5)Carrying Amount (Net of residual value) 4.70 - Adjustment of Deferred Tax (1.63) 3.07 - At the end of the year (E) 207.81 188.51

Foreign Currency Translation Reserve (F) 0.78 0.03 Surplus At the beginning of the year 35.35 36.10 Add: Net profit after tax transferred from Statement of Profit & Loss 46.59 57.64 Amount available for appropriation 81.94 93.74 Less : AppropriationsInterim Dividend 7.07 7.07 Final Dividend 14.13 16.96 Total Dividend 21.20 24.03 Dividend Distribution Tax 4.29 4.08 Amount transferred to general reserve 22.37 30.28 At the end of the year (G) 34.08 35.35

Total Reserves & Surplus (A+B+C+D+E+F+G) 277.49 258.76

3 OTHER LONG TERM LIABILITIESOthersDeposits 1.46 1.03

1.46 1.03

4 LONG TERM PROVISIONSProvisions for Employee BenefitsLeave Encashment (Refer Note No. 34) 1.35 1.50 Compensated Absences - sick leave (Refer Note No.34) 0.66 0.52 OthersProvision for Warranty (Refer Note No. 35) 1.07 0.85

3.08 2.87



(` in Crores)



5 SHORT TERM BORROwINGSCash Credit and Demand loan from BanksSecured (Refer Note No. 5.1 ) 27.15 14.79 Unsecured 3.88 1.29

31.03 16.08

Note No. 5.1Secured by hypothecation of Inventories & assignment of Book Debts ranking pari passu inter-se and by second charge on the fixed assets of the Company located at Nashik and Sinnar.

6 TRADE PAYABLESSundry Creditors for Goods (Refer Note No. 6.1 ) 66.57 58.49 Sundry Creditors for Expenses (Refer Note No. 6.1 ) 52.46 40.61

119.03 99.10

Note No. 6.1The Company has not received information from vendors regarding their status under Micro, Small and Medium Enterprises Development Act,2006 and hence disclosures relating to amounts unpaid as at the year end together with interest paid/payable under this Act, have not been given.

7 OTHER CURRENT LIABILITIESInterest Accrued but not due on Borrowings 0.01 -Unpaid Dividend 2.27 1.92 Unpaid Matured Deposits and Interest Accrued thereon 0.04 0.06 Other LiabilitiesSundry Creditors For Capital Goods 0.33 0.96 Advances from Customers 3.84 3.73 Statutory Liabilities 6.65 5.95 Others 7.30 7.73

20.44 20.35

8 SHORT TERM PROVISIONSProvision for Employee BenefitsFor Leave Encashment (Refer Note No. 34) 0.34 0.44 For Compensated Absences - sick leave (Refer Note No.34) 0.45 0.48 Other ProvisionsProvision For Income Tax (Net of Advance Tax) 0.29 1.40 Proposed Dividend ( Refer Note No. 8.1) 14.13 16.96 Dividend Distribution Tax (Refer Note No. 8.1) 2.88 2.88 Provision for Warranty (Refer Note No. 35) 0.54 0.43

18.63 22.59

Note No. 8.1The Board of Directors have recommended a final dividend of ` 1 (previous year ` 1.2) per share on par value of equity share of ` 2.0 each amounting to ` 14.13 Crores (previous year ` 16.96 Crores) for the financial year 2014-15. An interim dividend of ` 0.5 per share (previous year ` 0.5) amounting to ` 7.07 Crores (previous year ` 7.07 Crores) was paid during the financial year 2014-15. Hence, total dividend declared for the financial year 2014-15 would be ` 1.5 per share (previous year ` 1.7) amounting to ` 21.20 Crores (previous year ` 24.02 Crores) and Dividend Distribution Tax ` 4.29 Crores (previous year ` 4.08 Crores).



9. FIXED ASSETS(` in Crores)

Particulars GROSS BLOCK DEPRECIATION/ AMORTISATION NET BLOCK As at

1st April, 2014

Additions Deductions / Adjustments (Refer Note

No. 9.4 & 9.6)

As at 31st

March 2015

As at 1st April,

2014

For the year (Refer

Note No 9.5)

Deductions/ Adjustments (Refer Note

No 9.5 & 9.6)

As at 31st

March 2015

As at 31st March

2015

As at 31st March

2014

Tangible Assets:Freehold Land 0.02 - - 0.02 - - - - 0.02 0.02

Leasehold Land (Refer Note No. 9.1) 6.10 - 0.24 5.86 - - - - 5.86 6.10

Buildings ( Refer Note No. 9.1, 9.2 & 31)

51.11 0.02 3.18 47.95 17.13 1.92 1.45 17.60 30.35 33.98

Plant and Machinery (Refer Note No. 9.3)

93.76 4.06 13.37 84.45 78.04 4.64 11.12 71.56 12.89 15.72

Moulds and Dies 75.16 1.64 3.50 73.30 64.78 3.80 3.39 65.19 8.11 10.38

Furniture & Fixtures 31.28 1.79 3.72 29.35 22.07 3.88 2.34 23.61 5.74 9.21

Office Equipments 1.89 0.25 0.19 1.95 0.68 0.44 (0.14) 1.26 0.69 1.21

Data Processing Machines 10.90 0.73 0.88 10.75 9.00 1.27 0.79 9.48 1.27 1.90

Vehicles 6.62 0.93 0.59 6.96 1.39 0.89 0.24 2.04 4.92 5.23

Total Tangible Assets 276.84 9.42 25.67 260.59 193.09 16.84 19.19 190.74 69.85 83.75

Tangible Assets (Previous Year) 279.75 25.74 28.65 276.84 203.61 15.95 26.47 193.09 83.75

Intangible Assets:Patents and Trademarks 9.08 - - 9.08 8.97 0.04 - 9.01 0.07 0.11

Computer Software 5.91 1.00 (0.01) 6.92 4.90 0.64 - 5.54 1.38 1.01

Total Intangible Assets 14.99 1.00 (0.01) 16.00 13.87 0.68 - 14.55 1.45 1.12 Intangible Assets (Previous Year) 14.26 0.73 - 14.99 12.77 1.10 - 13.87 1.12

Total Fixed Assets 291.83 10.42 25.66 276.59 206.96 17.52 19.19 205.29 71.30 Total Fixed Assets (Previous Year) 294.01 26.47 28.65 291.83 216.38 17.05 26.47 206.96 84.87

Capital work- in- Progress - - - - - - - - 1.09 0.74

Note No 9.1: Leasehold LandLease hold land includes original cost of ` Nil (Previous Year ` 0.21 Crores), further Building includes original cost of ` Nil (Previous Year ` 2.15 Crores) and net block ` Nil (Previous Year ` 0.42 Crores) being assets held for sale. The same has been valued at lower of cost and Net Realisable value.Note No 9.2: BuildingBuildings include Original cost of ` 0.70 Crores (previous year ` 0.70 Crores) being the cost of ownership flats represented by 10 (previous year 10) shares of ` 50 each of Co-operative housing societies.Note No 9.3: Plant & MachineryPlant & Machinery to the extent of ` 0.30 Crores ( Previous year ` 0.30 Crores) is hypothicated to the State Government of Uttarakhand ( SIDCUL Dehradun) as per agreement for the Capital Incentive Scheme.Note No 9.4: Obsolescence of Fixed AssetsDeduction/Adjustment includes Obsolescence of Fixed Assets done during the Year.Note No 9.5: Pursuant to Schedule II to the Companies Act, 2013 (‘the Act’) effective from April 1, 2014, the Company has revised depreciation rates on tangible fixed assets except Moulds, Furniture & Fixtures and Computer Server as per useful life specified in Part ‘C’ of Schedule II of the Act. Due to the same there has been a change in the estimated useful life of depreciable tangible assets which has affected the depreciation for the year ending 31st March 2015 and also for subsequent years during the remaining useful life of the assets. Accordingly, the Company has re-worked depreciation with reference to the estimated economic lives of Fixed Assets prescribed by Schedule II of the Act during the year ended 31st March 2015. In case of an asset whose life is completed before 1st April 2014, the carrying amount (Net of residual value) of ` 4.70 Crores has been adjusted to the Retained Earnings after adjusting impact of deferred tax of ` 1.63 Crores and in other cases the carrying amount has been depreciated over the remaining revised useful life of the assets. As a result the charge for depreciation is higher by ` 2.59 Crores for the year ended 31st March 2015.Note No 9.6: Exchange rate difference of ` 0.65 Crores (Previous year adjustments ` Nil) & ` 0.03 Crores (Previous year adjustments ` Nil) on account of translation of gross block and depreciation, into Indian Rupees is shown as adjustment, respectively.



10 NON CURRENT INVESTMENT As at


31st March 2014 Non Trade Investments (at cost) Face

Value per Unit `

Number of Units

Amount (` In

Crores)

Number of Units

Amount (` In

Crores)

QuotedIn Equity InstrumentsWindsor Machines Limited. 2 1,000 0.01 1,000 0.01 Kemp & Co Ltd. 10 1,909 - 1,909 - Jindal Southwest Holdings Ltd. 10 2,250 - 2,250 - Total Value of Quoted Investments 0.01 0.01 Aggregate market value of Quoted Investments ` 0.32 Crores (previous year ` 0.17 Crores)Unquoteda) In Equity InstrumentsDinnette Exclusive Club Pvt Ltd. 100 500 - 500 - The Saraswat Co Op Bak Ltd. 10 2,000 - 2,000 - The Shamrao Vithal Co Op Bank Ltd. 25 100 - 100 - Investments in Joint Venture (Refer Note No. 10.1)VIP Nitol Industries Limited. (Face Value of BDT 1,000) - 25,003 2.12 25,003 2.12 b) OthersTaluka Audyogik Sahakari Vasahat. Maryadit, Sinnar 100 10 - 10 - Total Value of Unquoted Investments 2.12 2.12 Total of Long Term Investments 2.13 2.13 Less : Provision for Diminution in the value of Investment 2.12 2.12 Net Value of Investment 0.01 0.01

Note No. 10.1:-During the year application has been filed for voluntary winding up of the VIP Nitol Industries Limited. The company has already made provision for diminution in value of investment of ` 2.12 Crores in the accounts. Consequently the disclosure under AS 27 "Joint Venture" is not applicable.

(` in Crores)

As at As at 31st March 2015 31st March 2014

11 DEFERRED TAX ASSETS (NET)Deferred Tax AssetsOn account of Expenses allowable under income tax on payment basis

1.09 1.16

On account of Voluntary Retirement Scheme 0.56 - On account of Allowance for Bad & Doubtful Debts 0.38 0.38 On account of difference in depreciation as per books and income tax

1.07

-

(A) 3.10 1.54 Less : Deferred Tax LiabilitiesOn account of difference in depreciation as per books and income tax

-

0.10

(B) - 0.10 Net Deferred Tax Assets (A-B) 3.10 1.44



(` in Crores) As at


31st March 2014 12 LONG TERM LOANS & ADVANCES

(Unsecured, Considered Good, unless specified otherwise)Capital Advances 1.13 1.67 Security Deposits 16.10 18.61 Other loans & AdvancesAdvance Recoverable in Cash or in kind or for value to be received 0.59 0.70 Sales Tax Advance/Refund 5.38 5.68 Inter Corporate Deposits 0.05 0.80 Advance Income Tax and Income Tax Deducted at Source (Net of Provision for Taxation)

0.92

1.48

24.17 28.94

13 Other Non-Current AssetsOthersReceivable against Sale of Property 4.50 -

4.50 -

14 INVENTORIESRaw Materials (Refer Note No 14.1) 20.63 17.24 Work-in-Progress 9.59 9.56 Finished Goods (Refer Note No 14.1 ) 40.61 39.26 Stock-in-Trade (Refer Note No 14.1 ) 155.05 108.78 Stores & Spares, Packing Material and others 1.01 0.78

226.89 175.62

Note 14.1 : Goods in TransitRaw Material inventory includes Goods-in transit ` Nil (Previous year ` 0.20 Crores)Stock-in-Trade inventory includes Goods-in transit ` 6.52 Crores (Previous year ` 10.47 Crores)

15 TRADE RECEIVABLES(Unsecured)Outstanding For More Than Six MonthsConsidered Good 2.85 5.46 Considered Doubtful 1.10 1.12 OthersConsidered Good 108.25 89.55

112.20 96.13 Less : Allowance for Bad & Doubtful Debts 1.10 1.12

111.10 95.01



(` in Crores) As at


31st March 2014 16 CASH AND BANK BALANCES:

Cash and Cash Equivalents :Balances with Banks in:Current Accounts 2.27 2.90 Remittance in Transit 2.03 4.97 Cash on Hand 0.84 0.43

(A) 5.14 8.30 Other Bank Balances :Unclaimed dividend Accounts (Refer Note No. 16.1 ) 2.27 1.92 Unpaid Matured Deposits (Refer Note No. 16.1 ) 0.04 0.06 Margin Money Account (Refer Note No. 16.2 ) 0.07 0.81

(B) 2.38 2.79 (A+B) 7.52 11.09

Note No. 16.1The Balances can be utilized only towards settlement of the unpaid dividend/unpaid matured deposits.Note No. 16.2 Margin money deposits amounting to ` 0.07 Crores (Previous Year ` 0.81 Crores) are lying with bank against Bank Guarantees and Letter of credit.

17 SHORT TERM LOANS & ADVANCES(Unsecured, Considered Good, unless specified otherwise)OthersSecurity Deposits 6.14 2.40 Advance Recoverable in Cash or in kind or for value to be received 2.13 4.32 Advances to Employees 0.26 0.25 Advance to Suppliers 4.33 8.46 Balance with Statutory Authorities 7.84 7.87 Advance Income Tax and Income Tax Deducted at Source (Net of Provision for Taxation)

3.47 2.01

24.17 25.31

18 OTHER CURRENT ASSETS Interest accrued on deposits 0.35 0.45 Export Incentive Receivable 2.45 1.77 Receivable against Sale of Property 0.50 - Others:- SAD Refund Receivable 14.47 14.09 Other 7.80 9.70

25.57 26.01

19 a) CONTIGENT LIABILITY 1) Claims against the company not acknowledged as Debts 0.04 0.04 2) Disputed Income Tax Liability 2.23 3.11 3) Disputed Sales Tax Liability 115.44 77.43 4) Bonds issued under EPCG scheme 4.71 4.41 5) Disputed Excise duty liability 0.80 0.41 6) Disputed Employees state insurance corporation Liability. 0.08 0.08 b) COMMITMENTS Estimated Amounts of Contract remaining to be executed 0.48 1.37 on Capital account and not provided for



(` in Crores)For the Year ended


20 REVENUE FROM OPERATIONSSale of Products ( Refer Note No. 20.1) 1,058.87 983.65 Income from Services (Refer Note No. 20.2) 1.22 2.28 Other Operating Revenues Sale of Scrap 0.73 0.54 Export Incentive 2.71 1.24 Less: Excise Duty 15.84 14.89

1,047.69 972.82 Note No 20.1: Sale of Products:ParticularsSoft Luggage 773.13 682.51 Hard Luggage 272.53 274.29 Furniture 13.11 26.79 Others 0.10 0.06

1,058.87 983.65 Note No 20.2: Income from Services:ParticularsJob Work 1.22 2.28

1.22 2.28

21 OTHER INCOMEInterest Income ( Refer Note No. 21.1) 0.20 0.65 Dividend from Current Investment 0.20 0.19 Miscellaneous Income including Rent 2.09 1.71

2.49 2.55 Note No. 21.1: Break-up of Interest receivedInterest Income on Deposits with Banks 0.06 0.11 Interest Income on Income Tax - 0.14 Interest Income on Inter Corporate Deposits 0.03 0.08 Interest Income on Others 0.11 0.32

0.20 0.65

22 COST OF MATERIALS CONSUMED Cost of Materials Consumed (Refer Note No.22.1) 163.02 153.85

Note No. 22.1: Cost of Materials ConsumedPolycarbonate 9.64 3.99 Aluminium Sections 9.09 11.92 Polypropylene 30.04 41.77 Polyester Nylon Fabric 4.33 0.57 Components & Other Materials 109.92 95.60

163.02 153.85

23 PURCHASES OF STOCK IN TRADESoft Luggage 457.34 408.38

457.34 408.38





24 CHANGES IN INVENTORIES OF FINISHED GOODS,wORK IN PROGRESS AND STOCK IN TRADEFinished GoodsOpening Stock 39.27 37.66 Closing Stock 40.60 39.28

(1.33) (1.62)work-in-ProgressOpening Stock 9.58 5.67 Closing Stock 9.58 9.58

- (3.91)Stock-in-TradeOpening Stock 108.77 84.39 Closing Stock 155.04 108.77

(46.27) (24.38)(47.60) (29.91)

25 EMPLOYEE BENEFITS EXPENSESalaries & Wages 99.78 84.58 Contribution to Provident Fund & Other Funds 5.60 4.85 Staff Welfare Expenses 4.31 3.89

109.69 93.32

26 FINANCE COSTSInterest Expense ( Refer Note No. 26.1) 0.84 0.79 Other Borrowing Costs 0.43 0.78 Net Gain/Loss on Foreign currency transactions and 0.01 0.23 translation (considered as finance cost)

1.28 1.80

Note No. 26.1: Break-up of Interest ExpenseInterest Expense on Bank Borrowings 0.67 0.79 Interest Expense on Income Tax 0.15 - Interest Expense on Others 0.02 0.00

0.84 0.79





27 OTHER EXPENSESConsumption of Stores and Spare parts 1.46 1.69 Power & Fuel 13.45 13.07 Rent 38.77 36.67 Repairsfor Buildings 0.22 0.11 for Machinery 0.55 0.40 for Other Repairs 6.43 7.20 7.96 8.47 Insurance 0.60 0.31 Rates and Taxes (includes Wealth Tax ` 0.05 Crores (Previous Year ` 0.06 Crores)

2.85 2.83

Payment to Auditors (Refer Note No. 27.1) 0.26 0.28 Freight, Handling and Octroi 56.28 48.33 Discounts & Rebates 30.34 30.73 CSR Expenditure 2.50 - Commission on Sales 1.06 1.86 Advertisement and Marketing 62.97 57.06 Travelling & Conveyance 15.63 13.51 Legal & Professional Fees 6.08 3.54 Communication Cost 3.92 3.43 Bank Charges & Commission 1.78 2.16 Human Resource Procurement 21.38 23.38 Directors' Fees 0.07 0.06 Allowance for Bad & Doubtful Debts 0.31 0.25 Bad Debts written off during the year 0.33 0.17 Less :- Provision for Bad & Doubtful Debts 0.33 - 0.17 - Net Loss on Foreign Currency Transactions 0.53 2.01 Obsolescence of Fixed Assets 0.17 0.76 Miscellaneous Expenses 20.15 16.49

287.76 266.89

Note No. 27.1 : Payment to Statutory AuditorsAudit Fees (including Limited Review) 0.14 0.14 Tax Audit Fees 0.02 0.02 Certification & other services 0.05 0.08 Income Tax Representation 0.03 0.03 Towards Service Tax* 0.02 0.26 0.02 0.29

* Note: Out of above, service tax credit of ` Nil (previous year ` 0.01 Crores), has been taken and the same has not been debited to the Statement of Profit & Loss.

28 EXCEPTIONAL ITEMS - INCOME / (EXPENSES)IncomeProfit on sale of Non Trade Non Current Investment - 9.37 Profit on Sale of Fixed Asset (Net) 6.34 6.39 ExpensesCompensation under VRS Scheme (2.02) -

4.32 15.76





29 EARNING PER SHARE (EPS):(A) Profit attributable to Equity Shareholders (` in Crores) 46.59 57.64 (B) No. of Equity Share outstanding during the year 141,317,315 141,317,315 (C) Face Value of each Equity Share ( `) 2.00 2.00 (D) Basic & Diluted earning per Share ( `) 3.30 4.08

30 The Consolidated Financial Statements (CFS) are prepared in accordance with Accounting Standard (AS 21) on Consolidated Financial Statements. The details of subsidiaries consolidated are as under:-

(a) Name of Subsidiary: VIP INDUSTRIES BANGLADESH PRIVATE LIMITED

Country of Incorporation: Bangladesh

Extent of holding : 100%

(b) Name of Subsidiary: Blow Plast Retail Ltd.

Country of Incorporation: India

Extent of holding : 100%

31 ASSETS TAKEN ON LEASE:

The Company’s major leasing arrangements are in respect of commercial /residential premises (including furniture and fittings therein wherever applicable taken on leave and license basis). The aggregate lease rentals of ` 38.77 Crores (previous year ` 36.67 Crores) are charged as Rent and grouped under the Note No. 27 “Other Expenses”. These leasing arrangements which are cancellable, range 11 months to 3 years, or longer and are usually renewable by mutually agreed terms and conditions.

Rental Income of ` 1.42 Crores (previous year ` 1.33 Crores) from Operating leases are recognised in the Statement of Profit & Loss & grouped under the Note No. 21 “Other Income”.

The details of Asset given on lease are as under:(` in Crores)

2014-2015 2013-2014Gross Block 1.82 1.82 Accumulated Depreciation 0.41 0.41 Written down value 1.41 1.41 Depreciation for the year 0.03 0.03

There are no Contingent rent recognised in the Statement of Profit & Loss. The lease is cancellable in nature.

32 SEGMENT REPORTING:

Segment Information for the year ended 31st March 2015

The Company has two primary business segments, viz i.Luggage, Bags & Accessories and ii. Furniture. Since the segment revenue, segment result and segment assets of the segment ‘Furniture’ is less than 10% of the respective totals, the same is considered insignificant and accordingly no Primary segment is considered reportable. Since the segment revenue outside India in Previous year is more than 10% of the total revenue, geographical segment is reported as the secondary segment.

Information about secondary geographical business segment(` in Crores)

2014 - 15 2013 - 14within India Outside India Total Within India Outside India Total

Segment Revenue 955.52 94.65 1,050.17 872.30 103.06 975.36 Segment Assets 451.01 48.40 499.41 402.20 46.94 449.14 Capital Expenditure 10.06 0.35 10.41 8.33 18.14 26.47



Notes:

(a) The segment revenue in the geographical segments considered for disclosure are as follows:- (i) Revenue within India includes sales to customers located within India and Earnings in India (ii) Revenue outside India includes sales to customers located outside India and Earnings outside India

(b) Segment Revenue, Segment Assets and Capital Expenditure include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.

33 RELATED PARTY DISCLOSURES:

A) Related party disclosure in accordance with Accounting Standard 18 ‘Related Party Disclosures’.

Name of Related Parties Nature of RelationshipParties where control exists:VIP Nitol Industries Ltd. Joint Venture (Refer Note No. 10.1)Key Management Personnel:Mr Dilip G. Piramal Whole time Director W.e.f. 15.05.2013 and ChairmanMs. Radhika Piramal Managing Director Mr. Ashish K Saha Director Works

B) Details of Transactions during the year with related parties (` in Crores)

Name of Related Parties Nature of Transactions during the year 2014-2015 2013-2014 1. Mr Dilip G. Piramal Remuneration Paid 1.02 0.86

Commission 0.69 0.68 2. Ms. Radhika Piramal Remuneration Paid 1.33 1.29

Commission 0.69 0.68 3. Mr. Ashish Saha Remuneration Paid 0.61 0.49

C) Balances at the year end (` in Crores)

Name of Related Parties Particulars As on 31st March 2015

As on 31st March 2014

1. Mr Dilip G. Piramal Commission payable 0.69 0.68 2. Ms. Radhika Piramal Commission payable 0.69 0.68 3. VIP Nitol Industries Ltd Investment in Equity Shares 2.12 2.12

34 EMPLOYEE BENEFITS: As per Accounting Standard 15 “Employee Benefits”, the disclosures of Employee benefits as defined in the said

Accounting Standards are given below : Defined Contribution Plan Contribution to Defined Contribution Plan, recognised as an expense for the year are as under : (` in Crores)

2014-15 2013-14Employer's Contribution to Providend Fund 3.79 3.40

Defined Benefit Plan The Company has schemes for long-term benefits such as provident fund,gratuity,leave encashment and Compensated

absences for sick leave. In case of funded scheme, the funds are recognised by the Income tax authorities and administered through trustees / appropriate authorities. The Company’s defined benefit plans include provident fund, gratuity,leave encashment and Compensated absences for sick leave. In terms of the Guidance on implementing the revised AS 15, issued by the Accounting Standards Board of the Institute of Chartered Accountants of India, the provident fund set up by the Company is treated as a defined benefit plan since the Company has to meet the interest shortfall, if any. However, as at the year end no shortfall remains unprovided for. It is not practical or feasible to actuarially value the liability of provident fund considering that the rate of interest as notified by the Government can vary annually.Further the pattern of investments for investible funds is as prescribed by the Government. Accordingly other related disclosures in respect of provident fund have not been made.



The following table sets out the assumptions taken, status of the gratuity plan,leave encashment and Compensated absences for sick leave the amount recognised in the Company Financial Statements as on 31st March 2015

(` in Crores)Particulars 2014-15 2013-14


Compensated absences- Sick Leave



(Funded plan) (Non-funded plan)

(Non- Funded plan)


(Non- Funded plan)

(i) AssumptionsDiscount Rate 7.85% 7.85% 7.85% 9.20% 9.20% 9.20%Rate of increase in Compensation levels 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%Rate of Return 9.30% - - 9.30% - - (ii) Change in present value of obligationProjected Benefit Obligations at the beginning of the year

18.07 1.93 1.01 18.49 1.81 -

Interest Cost 1.45 0.15 0.09 1.39 0.12 - Service Cost 4.25 0.66 0.69 1.62 0.52 0.54 Benefits paid (4.64) (0.52) - (2.81) (0.58) - Actuarial (gain) / loss on obligations (1.16) (0.53) (0.69) (0.62) 0.06 0.46 Projected Benefit Obligations at the end of the year

17.97 1.70 1.10 18.07 1.93 1.01

(iii) Changes in Fair value of Plan AssetsFair value of Plan Assets at the beginning of the year

18.38 - - 18.75 - -


- - - (0.00) - -

Expected Return on Plan Assets 1.54 - - 1.66 - - Contributions 0.90 0.52 - 0.94 0.58 - Benefits paid (4.64) (0.52) - (2.81) (0.58) - Gain / (loss) on Plan Assets 1.85 - - (0.15) - - Fair value of Plan Assets at the end of the year

18.03 - - 18.38 - -

(iv) Fair value of Plan AssetsFair value of Plan Assets at the beginning of the year

18.38 - - 18.75 - -


- - - (0.00) - -

Actual return on Plan Assets 3.38 - - 1.51 - - Contributions 0.90 0.52 - 0.94 0.58 - Benefits paid (4.64) (0.52) - (2.81) (0.58) - Fair value of Plan Assets at the end of the year

18.03 - - 18.38 - -

Funded Status 0.05 (1.70) (1.10) 0.31 (1.93) (1.01)Excess of actual over expected return on Plan Assets

1.85 - - (0.15) - -

(v) Actuarial gain/loss recognised :Actuarial gain/(loss) for the year - Obligation 1.16 0.53 0.69 0.62 (0.06) (0.46)Actuarial gain/(loss) for the year - Plan Assets

1.85 - - (0.15) - -

Total Gain/(loss) for the period 3.01 0.53 0.69 0.47 (0.06) (0.46)Actuarial gain/(loss) recognised for the period

3.01 0.53 0.69 0.47 (0.06) (0.46)

Unrecognised Actuarial Gain/(Loss)



(` in Crores)Particulars 2014-15 2013-14






(Non- Funded plan)


(Non- Funded plan)

(vi) The amounts to be recognised in the Balance Sheet and Statement of Profit or Loss

-

Present value of obligations as at the end of the year

17.97 1.70 1.10 18.07 1.93 1.01

Fair value of plan assets as at the end of the year

18.03 - - 18.38 - -

Funded status 0.05 (1.70) (1.10) 0.31 (1.93) (1.01)Unrecognised Actuarial Gain/(Loss) - - - - - - Net Asset /(liability) recognized in balance sheet

0.05 (1.70) (1.10) 0.31 (1.93) (1.01)

(vii) Expenses Recognised in statement of Profit & LossCurrent Service Cost 4.25 0.66 0.69 1.62 0.52 0.54 Interest Cost 1.45 0.15 0.09 1.39 0.12 - Adjustment to opening Fair value of Plan Assets

- - - 0.00 - -

Expected return on Plan Assets (1.54) - - (1.66) - - Net Actuarial (gain) / loss recognised in the year (3.01) (0.53) (0.69) (0.47) 0.06 0.46 Expenses recognised in the statement of Profit & Loss

1.16 0.28 0.10 0.88 0.70 1.01

(viii) Movements in the liability recognised in the Balance SheetOpening Net liability (0.31) 1.93 1.01 (0.25) 1.81 - Adjustment to opening Fair value of Plan Assets - - - - - - Expense as above 1.16 0.28 0.10 0.88 0.70 1.01 Contributions (0.90) (0.52) - (0.94) (0.58) - Closing Net liability (0.05) 1.70 1.10 (0.31) 1.93 1.01 (ix) Experience Analysis - LiabilitiesActuarial (Gain)/Loss due to change in bases

1.09 0.18 0.12 (0.27) (0.15) -

Experience (Gain) / Loss due to Change in Experience

(2.25) (0.71) (0.81) (0.35) 0.21 0.46

Total (1.16) (0.53) (0.69) (0.62) 0.06 0.46 Experience Analysis - Plan Assets Experience (Gain) / Loss due to Change in Plan Assets

(1.85) - - 0.15 - -

Current Liability - 0.34 0.45 - 0.44 0.48 Non-Current Liability 17.97 1.35 0.66 18.07 1.50 0.52

35 DISCLOSURE RELATING TO wARANTY PROVISIONS:- The movement in the following provisions is summarised as under :

(` in Crores)2014-2015 2013-2014

Opening 1.28 0.96 Additions 0.66 0.60 Utilisation/reversal 0.33 0.27 Closing Balance 1.61 1.28



Notes:a) The Closing Balance includes ` 0.54 Crores as Short Term and ` 1.07 Crores as Long Term in Current year (Previous

year ` 0.43 Crores as short Term and ` 0.85 Crores as Long Term) b) A Provision has been recognised for the expected Warranty Claims on Product Sold based on past experience. It is

expected that the majority of this expenditure will be incurred in the next 2-3 Years.

36 RESEARCH & DEVELOPMENT EXPENDITURE:(` in Crores)

2014-2015 2013-2014Revenue Expenditure included in Employee Benefits 0.84 1.12 Revenue Expenditure included in other expenses 1.21 1.09 Total 2.05 2.21

37 DERIVATIVES :-

A. HEDGED : The Company has entered into Forward Exchange Contracts, being derivative instruments for hedge purpose and not intended for trading or speculation purposes, to establish the amount of currency in Indian Rupees required or available at the settlement date of certain payables and receivables. The following are the outstanding Forward Exchange Contracts entered into by the Company:

Buy or Sell As on 31.03.2015 As on 31.03.2014 Foreign Currency(` in Crores) Amount

in Foreign Currency


BUY - - 3.54 590,537 USD

B. UNHEDGED: The year end Foreign Currency exposures that have not been hedged by a derivative instrument as outstanding are as under:

As on 31.03.2015 As on 31.03.2014 Foreign Currency(` in Crores) Amount

in Foreign Currency


a) Receivables :- 18.28 2,924,791 13.56 2,262,244 USD

0.48 616,539 0.17 218,820 HKD 0.18 108,628 0.17 101,349 AED 0.01 1,307 0.15 15,183 GBP

b) Payables :- 0.06 9,627 0.10 12,435 EUR 0.24 144,062 0.17 106,354 AED

43.55 6,972,924 28.56 4,759,498 USD 0.03 44,606 0.03 44,606 HKD 0.02 2,335 0.03 2,667 GBP

38 CORPORATE INFORMATION VIP INDUSTRIES LTD. ( the ‘Company) is a public limited company domiciled in India and is listed on the Bombay

Stock Exchange (BSE) and the National Stock Exchange of India Limited (NSE). The Company is Asia’s No.1 Luggage manufacturer and heralded the birth of modern luggage in India. The Company has manufacturing facilities at various locations across India. The Company has set up a wholly owned subsidiary in Bangladesh under the name and style VIP Industries Bangladesh Private Limited to manufacture and market luggage and bags.

39 STATEMENT OF SIGNIFANT ACCOUNTING POLICIES AND PRACTICES:A) BASIS OF ACCOUNTING: The Financial Statements have been prepared under the historical cost convention on an accrual basis and comply in all

material aspects with the mandatory accounting standards and the relevant provisions of the Companies Act, 2013.



B) USE OF ESTIMATES : The presentation and preparation of financial statements in conformity with the generally accepted accounting

principles requires estimates and assumptions to be made that affect the reported amount of revenues and expenses during the reporting year. Difference between the actual result and the estimates are recognized in the year in which the results are known / materialized.

C) INVENTORY:(i) Raw materials, components, stores & spares, packing material, Work-in-Process & finished goods are valued at

lower of cost and net realisable value. (ii) Cost of Raw Materials,components, stores & spares and packing material are valued at Weighted Average Cost.(iii) Cost of inventory includes purchase cost/cost of conversion and other costs incurred in bringing the inventory to

their present location and condition.(iv) Scrap is valued at net realisable value.

D) CASH AND CASH EQUIVALENTS : Cash and Cash equivalents for the purpose of cash flow statements comprise cash at bank and in hand and short-

term investments with an original maturity of three months or less.E) REVENUE RECOGNITION : Sale & Sale of Services

(i) Sales are recognised when goods are supplied and are recorded inclusive of Excise Duty and net off Value Added Tax and trade discount.

(ii) Revenues from Services are recognised as and when services are rendered. Other Income Interest income is accrued on accrual basis. Export Benefits All export benefits other than advance license benefits are accounted for on accrual basis. Dividends Dividend Income is accounted for as and when received. F) FIXED ASSETS AND DEPRECIATION:

(i) The depreciation on tangible fixed assets has been provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies Act,2013 except in respect of the following categories of assets, in which life of the assets has been assessed based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers warranties and maintenance support etc.

Assets Useful lifeFurniture and Fixtures in company run stores 2 yearsComputer Server 3 yearsSoft luggage Moulds 2 yearsHard Luggage Moulds around 6 years

(ii) Intangible assets are identified when the assets are expected to provide future enduring economic benefits. The assets are identified in the year in which the relevant asset is put to use in the production or supply of goods or services. The assets are amortised over a period of estimated useful life as determined by the management.- Expenditure on trademarks is amortised over a period of ten years on straight line method.- Expenditure on patents is amortised over a period of ten years on straight line method or over the period of

control, whichever is earlier.- Expenditure on Computer Software is amortised over a period of three years on straight line method.

Foreign Subsidiary: Property, Plant and Equipment : Items of fixed assets excluding land and building are measured at cost less accumulated depreciation and accumulated

impairment losses. Land and building is recognized at cost at the time of acquisition. The cost of an asset comprises



its purchase price and any directly attributable costs of bringing the assets to its working condition for its intended use as per Bangladesh Accounting Standard (BAS) 16 “Property, Plant and Equipments’’. Subsequent costs is capitalized only when it is probable that the future economic benefits associated with the costs will flow to the entity. Ongoing repairs and maintenance is expensed as incurred.

Depreciation : During the current Financial year, the Company has changed the policy to provide depreciation from Reducing

Balance method to Straight Line method. Accordingly, Depreciation on all property plant & equipment except land is provided on Straight Line method so as to

write off the assets over their expected useful life. Depreciation on Property, Plant & Equipment has been charged on acquisition of Property, Plant & Equipment when it is available for use.

Items RatesBuilding 5.00%Furniture 10.00%Plant and Machinery 20.00%Computer and Software 30.00%

G) FOREIGN CURRENCY TRANSACTIONS :(i) In respect of foreign exchange transaction, the transaction in foreign currency is recorded in rupees by applying

the exchange rate prevailing on the date of the transaction. Amount short or excess realised/incurred is transferred to Statement of Profit and Loss.

(ii) All foreign currency liabilities / assets not covered by forward contracts, are restated at the rates prevailing at the year end and any exchange differences are debited / credited to the Statement of Profit & Loss .

(iii) In respect of transaction covered by forward contracts, the difference between the contract rate and the spot rate on the date of transaction is charged to the Statement of Profit & Loss over the period of the contract.

Foreign Subsidiary: Monetary assets and liabilities denominated in foreign currencies are translated into Bangladesh Taka (BDT) at the

rates of exchange ruling at the Balance Sheet date. Transactions in foreign currencies are recorded at the average exchange rate for the year. All differences are taken to Profit and Loss Account.Translation of Financial statements of Foreign Subsidiary:a) All incomes and expenses are translated at the simple average rate of exchange prevailing during the year.b) Assets and liabilities are translated at the closing rate of exchange on the Balance Sheet date.c) The resulting foreign currency differences are accumulated in foreign currency translation reserve.

H) GOVERNMENT GRANTS & SUBSIDY: The Government Grants are treated as deferred income. The deferred income is recognised in the Statement of profit

and loss on systematic and rational basis over the periods necessary to match them with the related costs, which they are intended to compensate.

I) INVESTMENTS: Long term investments are stated at cost. Provision for diminution in value of long term investment is made only if

such decline is other than temporary in the opinion of the management. Current investment are carried individually, at the lower of cost and fair value.

J) EMPLOYEE BENEFITS:(i) Short term employee benefits are recognised as an expense at the undiscounted amounts in the Statement of

Profit and Loss of the year in which the related service is rendered.(ii) Contribution payable to the recommended Provident Fund is charged to Statement of Profit and Loss.(iii) Liabilities in respect of Gratuity & Leave Encashment which are defined benefit plans other than provident fund

schemes are determined based on actuarial valuation made by an independent actuary as on the balance sheet date. The actuarial gains or losses are recognised immediately in the Statement of Profit and Loss.

Foreign Subsidiary: Provident Fund: The Company has introduced a Contributory Provident Fund for its eligible employees with effect from May 2014,



obtaining necessary approval from the National Board of Revenue, GOB. Provident Fund is administered by a Board of Trustees. All confirmed employees are contributing 8.33% of their basic salary as subscription of the fund and the Company has also contributed at the same rate to the fund. The contributions are invested in compliance with the PF Trust Deed. Members are eligible to withdraw fund as per the BEPZA provident Fund policy 2012.

K) SEGMENT REPORT:(i) The company identifies primary segment based on the dominant source, nature of risks and returns and the

internal organisation and management structure. The operating segment are the segments for which separate financial information is available and for which operating profit/loss amounts are evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance.

(ii) The analysis of geographical segments is based on the areas in which major operating divisions of the Company operate.

L) BORROwING COST : Borrowing cost attributable to the acquisition or construction of qualifying assets is capitalised as part of the cost of

such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use or sale as per Accounting Standard 16 “Borrowing Cost”. All other borrowing costs are charged to revenue.

M) EARNINGS PER SHARE : Basic earnings per share is computed by dividing net profit or loss for the period attributable to equity shareholders

by the weighted average number of shares outstanding during the year. Diluted earnings per share amounts are computed after adjusting the effects of all dilutive potential equity shares except where the results would be anit-dilutive. The numbers of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share, and also the weighted average number of equity shares, which could have been issued on the conversion of all dilutive potential equity shares.

N) TAXATION :(i) Provision for income tax is made on the basis of the taxable income for the current accounting period in

accordance with the provisions of Income Tax Act, 1961. (ii) The deferred tax for timing differences between the book profits and tax profits for the year is accounted for using

the tax rates and laws that have been enacted or substantially enacted as of the Balance Sheet date. Deferred tax asset arising from timing differences are recognised to the extent there is a virtual certainity that this would be realised in future and are reviewed for the appropriateness of their respective carrying values at each Balance Sheet date.

Foreign Subsidiary: The Manufacturing factory is based in Mongla Export Processing Zone (MEPZ) under BEPZA. As per the provisions

of S.R.O. No. 219/Ain/Aikor/2012 dated 27thJune 2012, the income of the Factory is exempted from tax for a period of Seven years from the date of commencement of commercial production i.e. from 27th January 2014.

O) LEASE :(i) Lease rentals in respect of assets acquired under operating leases are charged to the Statement of Profit and

Loss. (ii) Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased

item, are classified as operating leases.(iii) Leases in which the company does not transfer substantially all the risks and benefits of ownership of the asset

are classified as operating leases. Assets subject to operating leases are included in fixed assets. Lease income on an operating lease is recognised in the statement of profit and loss on a straight-line basis over the lease term. Costs, including depreciation, are recognised as an expense in the statement of profit and loss. Initial direct costs such as legal costs, brokerage costs, etc., are recognised immediately in the statement of profit and loss.

The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists,the management estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the Statement of Profit and Loss. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost.



P) Research and Development Expenses Revenue expenditure pertaining to research is charged to Statement of Profit and Loss. Development costs of

products are also charged to the Statement of Profit and Loss unless a product’s technical feasibility has been established, in which case such expenditure is capitalised. The amount capitalised comprises expenditure that can be directly attributed or allocated on a reasonable and consistent basis to creating,producing and making the asset ready for its intended use. Fixed assets utilised for research and development and depreciated in accordance with the policies stated for Fixed Assets.

Q) IMPAIRMENT OF ASSETS : The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired.

If any such indication exists,the management estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the Statement of Profit and Loss. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost.

R) PROVISION AND CONTINGENT LIABILTIES: The Company creates a provision when there is a present obligation as a result of a past event that probably requires

an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that May but probably will not, require an outflow of resources. Where there is possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

S) OPERATING CYCLE: Based on the nature of products/activities of the Company and the normal time between acquisition of assets and

their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non current.

40 Balances of Trade Receivables, Trade Payables, Loans & Advances are subject to confirmation and consequential adjustments, if any.

41 During the year there was fire in one of the plant of the Company and Properties & Inventories of the company were damaged. As the losses are fully recoverable from insurance company the same has been shown as receivable from insurance company. There is no impact on the Profit of the company for the year. In respect of losses which are being identified and quantified, the management expects that the losses are fully recoverable from insurance company and the same are being accounted on its determination.

42 The Companies Subsidiary i.e. VIP Industries Bangladesh Private Limited have a policy of charging depreciation different from the policy adopted by the company, the impact of the such change is not, considered for purpose of the financial statements and hence have not been given effect in the financials.

43 Closing Stock of Inventory of the subsidiary VIP Industries Bangladesh Private Limited included in Statement of Profit & Loss and Balance Sheet has been translated at average rate of Exchange & closing rate of exchange respectively. Consequently, Loss of ` 0.08 Crores (previous year Gain ` 0.08 Crores) has been debited to Foreign Currency Translation Reserve.

44 During the year, the Company has made a provision of ` 0.28 Crores (Previous Year ` 0.52 Crores) for excise duty on closing stocks, other than goods meant for exports in bonded warehouse. The excise duty is also included in valuation of the closing stock of finished goods inventories. There is no effect on the profit for the year.

45 In the opinion of the Board, amounts of Current Assets, Loans and Advances have value on realisation in the ordinary course of business at least equal to at which they are stated.

46 The previous year figures have been regrouped/reclassified, wherever necessary to confirm to the current presentation.










Affix aRe.1

RevenueStamp

ATTENDANCE SLIP

V.I.P. INDUSTRIES LIMITEDRegistered Office: 78- A, MIDC Estate, Satpur, Nashik – 422 007, Maharashtra.

Tel.: +91-253-240 6700 Fax: +91-253-235 0756, CIN No. L25200MH1968PLC013914, website: www.vipindustries.co.inPLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTERANCE OF THE MEETING HALL

Joint shareholders may obtain additional Slip at the venue of the meeting.

DP Id* Folio No.Client Id* No. of Shares

NAME AND ADDRESS OF THE SHAREHOLDER/PROxY ________________________________________________________________________________

________________________________________________________________________________________________________________________ I hereby

record my presence at the 48th Annual General Meeting of the Company held on Friday, the 24th July, 2015 at 3.30 p.m. at “NIWEC”, P-29, Street 14, MIDC, Satpur, Nashik – 422 007, Maharashtra.

________________________________ *Applicable for investors holding shares in electronic form. Signature of Shareholder/ Proxy

PROXY FORM(Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)

V.I.P. INDUSTRIES LIMITEDRegistered Office: 78- A, MIDC Estate, Satpur, Nashik – 422 007, Maharashtra.

Tel.: +91-253-240 6700 Fax: +91-253-235 0756, CIN No. L25200MH1968PLC013914, website: www.vipindustries.co.in

Name and Regis-tered Address of Member(s):

e-mail Id:Folio No. /*Client Id:*DP Id:

I/We, being the member(s) holding ___________________Shares of V.I.P. Industries Limited (the Company), hereby appoint: 1)__________________________of_____________________________________having e-mail id______________________________________or failing him 2)__________________________of_____________________________________having e-mail id______________________________________or failing him

3)__________________________of_____________________________________having e-mail id_______________________________________ and whose signature(s) is/are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 48th Annual General Meeting of the Company, to be held on Friday, the 24th July 2015 at 3.30 p.m. at “NIWEC”, P-29, Street 14, MIDC, Satpur, Nashik - 422 007, Maharashtra and at any adjournment(s) thereof in respect of such resolutions as are indicated below:**I/we wish my/our above Proxy to vote in the manner as indicated in the box below:

Resolutions For Against1. Consider and adopt the Audited Financial Statements of the Company on standalone and consolidated basis for the

financial year ended 31st March 2015 together with the Reports of the Board of Directors and the Auditors thereon. 2. Confirmation of the payment of interim dividend on equity shares for the financial year 2014-153. Declaration of the final dividend on equity shares for the financial year 2014-154. Re-appointment of Mr. Dilip G. Piramal, Director, who retires by rotation.5. Re-appointment of Statutory Auditors of the Company 6. Appointment of Mr. Amit Jatia as an Independent Director

____________________________Signed this______________________day of __________2015 Signature of Shareholder

________________________ __________________________ ___________________________ Signature of first proxy holder Signature of second proxy holder Signature of third proxy holderNOTES:1. This form of proxy in order to be effective should be duly completed and signed, deposited at the Registered Office of the Company not less than 48 hours

before the commencement of the meeting.2. A Proxy need not be a member of the Company. 3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company

carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a person as proxy and such person shall not act as a proxy for any other person or shareholder.

**4. This is only optional. Please put a ‘x’ in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as proxy holder thinks appropriate.

5. Appointing a proxy does not prevent a member from attending the meeting in person if he/she so wishes.6. In the case of joint holders, the signature of anyone holder will be sufficient, but names of all the joint holders should be stated.

(` in Crores, otherwise specified)Description 31st March

201531st March

201431st March

201331st March

201231st March

2011

A. STATEMENT OF PROFIT & LOSSSales (Income from operations) 1,047.69 972.82 837.66 827.09 716.82

EBIDTA 79.00 83.59 70.30 120.19 124.50

Depreciation 15.28 17.05 19.80 17.29 14.82

Interest 1.28 1.80 5.14 6.94 4.45

Profit before tax and Exceptional/Extraordinary Items 62.44 64.74 45.36 95.96 105.23

Exceptional/Extraordinary Items- Expense/(Income) (4.32) (15.76) - - 28.71

Tax Expense 18.90 22.11 13.84 28.27 14.50

Profit After Tax (PAT) 47.86 58.39 31.52 67.69 62.02

Dividend (Including dividend distribution tax) 25.49 28.11 16.53 26.28 32.92

B. BALANCE SHEETAssets Employed:Fixed Assets (Net) 56.53 68.40 78.42 83.64 85.17

Investments 18.26 9.55 3.55 0.36 0.36

Net assets (Current and Non Current) 260.14 224.44 216.23 244.56 211.46

334.93 302.39 298.20 328.56 296.99

Financed by:Net Worth 307.00 287.75 257.52 242.58 201.21

Loan Funds 31.03 16.08 39.98 84.15 102.82

Deferred Tax Liabilities (Net) (3.10) (1.44) 0.70 1.83 (7.04)

334.93 302.39 298.20 328.56 296.99

C. KEY RATIOS / PERCENTAGESEBIDTA/Sales % 7.54 8.59 8.39 14.53 17.37

Profit before Tax and Exceptional Items /Sales % 5.96 6.65 5.41 11.60 14.68

Profit after Tax/Net Worth (RONW) % 15.59 20.29 12.24 27.91 30.82

Return on Capital Employed (ROCE) % 15.31 19.88 11.20 23.21 23.56

Earnings per Equity share (`) (EPS) including Extraordinary items

3.39 4.13 2.23 4.79 4.39

Book Value per share (`) 21.72 20.36 18.22 17.17 14.24

Sales/ Fixed assets (Net) 18.53 14.22 10.68 9.89 8.42

Current Ratio % 2.08 2.11 1.98 1.73 1.43

Receivables (Days) 36 37 50 58 59

Inventory (Days) 124 109 119 116 106

Dividend including dividend distribution tax as % of PAT

53% 48% 52% 39% 53%

Dividend % 75% 85% 50% 80% 100%

Note: The Earnings per equity share and Book value per share for previous years is calculated considering the revised no of Shares after the split for comparison.

STANDALONE FINANCIALS - 5 YEAR HIGHLIGHTS

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NOTICE is hereby given that the Forty Eighth Annual General Meeting of the Members of V.I.P. INDUSTRIES LIMITED will be held at “NIWEC”, P-29, Street 14, MIDC, Satpur, Nashik-422 007 Maharashtra on Friday, the 24th July 2015 at 3.30 p.m. to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company on standalone and consolidated basis for the financial year ended 31st March 2015 together with the Reports of the Board of Directors and the Auditors thereon.

2. To confirm the payment of interim dividend on equity shares for the financial year 2014-15.

3. To declare final dividend on equity shares for the financial year 2014-15.

4. To appoint a Director in place of Mr. Dilip G. Piramal, who retires by rotation and being eligible, seeks re-appointment.

5. To appoint Statutory Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting of the Company and to fix their remuneration and for the purpose, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder and pursuant to the recommendations of the Audit Committee, M/s.M. L. Bhuwania & Co., Chartered Accountants having Registration No. 101484W, the retiring Auditors, be and are hereby re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting of the Company and that the Board of Directors of the Company be and is hereby authorized to fix their remuneration for the financial year ending 31st March 2016 in addition to the reimbursement of actual out of pocket expenses as may be incurred by them in the performance of their duties.”

SPECIAL BUSINESS:

6. To consider & if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. Amit Jatia (DIN 00016871), who was appointed by the Board of Directors of the Company as an Additional Director with effect from 14th May 2015 in terms of Section 161 of the Companies Act, 2013 read with Article 159 of the Articles of Association of the Company and who holds office till the date of this Annual General Meeting, be and is hereby appointed as a Director of the Company;

RESOLVED FURTHER THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Amit Jatia, who is appointed as a Director of the Company, be and is hereby appointed as an Independent Director of the Company for a term of 5 years commencing from 24th July 2015 up to 23rd July 2020.”


SHREYAS TRIVEDI General Manager – Legal & Company Secretary

Place : Mumbai Dated : 14th May 2015

Registered Office:78-A, MIDC Estate, Satpur,Nashik - 422007

CIN: L25200MH1968PLC013914


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ANNEXURE TO THE NOTICEExplanatory Statement pursuant to Section 102 of the Companies Act, 2013

ITEM No. 6 The Board of Directors (the Board) at its meeting held on 14th May 2015 appointed Mr. Amit Jatia, as an Additional Director of the Company in terms of Section 161 of the Companies Act, 2013 (the Act) read with Article 159 of the Articles of Association of the Company. Mr. Amit Jatia holds office upto the date of this Annual General Meeting. The Company has received a notice in writing along with the requisite deposit of Rs. 1,00,000 under Section 160 of the Act from a shareholder intimating her intention to propose Mr. Amit Jatia as a candidate for the office of Director.

The Securities and Exchange Board of India (SEBI) has amended clause 49 of the Listing Agreement inter alia stipulating the conditions for the appointment of Independent Directors by a listed Company. It is proposed to appoint Mr. Amit Jatia as an Independent Director under Section 149 of the Act and Clause 49 of the Listing Agreement to hold office for a period of 5 years commencing from 24th July 2015 upto 23rd July 2020 (both days inclusive).

Mr. Amit Jatia is not disqualified from being appointed as Director in terms of Section 164 and 184 of the Act and has given his consent to act as Director. The Company has also received declaration from Mr. Amit Jatia that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement.

In the opinion of the Board, Mr. Amit Jatia fulfills the conditions for appointment as Independent Director as specified in the Act and the Listing Agreement. Mr. Amit Jatia is independent of the management of the Company.

Mr. Amit Jatia, 48 has a degree in Business Administration from the Marshall School of Business at University of Southern California, Los Angeles. He has attended several sessions of the YPO / Harvard President’s Program at HBS. Mr. Jatia is the Vice Chairman of Westlife Development Limited (WDL). He also serves as a Board Member on Hardcastle Petrofer Private Limtied, and the Vice Chairman and CEO of Hardcastle Restaurants Private Limtied.

Brief details of Mr. Amit Jatia viz. the nature of his expertise in specific functional areas and names of companies in which he holds directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is annexed to this Notice and /or provided in the Corporate Governance Report forming part of the Annual Report.

Copy of the draft letter of appointment of Mr. Amit Jatia as an Independent Director setting out the terms and conditions is available for inspection by Members during the normal business hours of the Company (9.00 a.m. to 5.00 p.m.) on all working days except Saturdays, at its Registered Office upto the date of the Annual General Meeting.

This Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval of shareholders.

Mr. Amit Jatia is interested in passing the resolution set out at Item No. 6 of the Notice with regard to his appointment. The relatives of Mr. Amit Jatia may be deemed to be interested in the resolution set out at Item No. 6 of the Notice, to the extent of their shareholding, if any, in the Company. Save and except as above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way concerned or interested financially or otherwise, in passing this resolution.


SHREYAS TRIVEDI General Manager – Legal & Company Secretary

Place : Mumbai Dated : 14th May 2015

Registered Office:78-A, MIDC Estate, Satpur,Nashik - 422007

CIN: L25200MH1968PLC013914

NOTES:(a) The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the business

under item No. 6 as set out under special business of the Notice and the details in respect of the Directors proposed to be appointed /re-appointed at the Annual General Meeting to be provided under Clause 49 of the Listing Agreement with Stock Exchange(s) where the shares of the Company are listed is annexed hereto.


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(b) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY.

A person can act as a proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. However, a person may act as a proxy for a member holding more than 10% (ten percent) of the total share capital of the Company provided that such person shall not act as a proxy for any other person.

The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting i.e. by 3.30 p.m. on the 22nd July 2015. A Proxy form is sent herewith.

(c) Corporate members intending to send their authorised representatives to attend the meeting are requested to send a certified copy of the resolution to the Company, authorizing their representative to attend and vote on behalf of the Company.

(d) Pursuant to Section 91 of the Companies Act, 2013, the Register of Members and the Share Transfer Books of the Company will be closed from Tuesday, the 14th July 2015 to Friday, the 24th July 2015 (both days inclusive) for the purpose of payment of final dividend.

(e) The dividend as recommended by the Board of Directors if approved by Members at the ensuing Annual General Meeting will be paid on or before 1st August 2015 as under:

i) To those Members holding shares in physical form, whose names appear in the Company’s Register of Members as on the 24th July 2015.

ii) To those Beneficial Owners, whose names appear in the beneficial owners list to be furnished for this purpose by the National Securities Depository Limited and the Central Depository Services (India) Limited as on the close of business hours on the 13th July 2015.

(f) Members desirous of obtaining any information in respect of Annual Accounts and operations of the Company are requested to write to the Company at least one week before the Meeting, to enable the Company to make available the required information at the Meeting.

(g) The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company or the Company’s Registrar and Share Transfer Agent, Link Intime India Private Limited, (Unit - V.I.P. Industries Limited), C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai-400 078, Tel. No.: +91-22-25963838, Fax No.: +91-22-25946969 (RTA).

(h) The Company is concerned about the environment and utilizes natural resources in a sustainable way. The Ministry of Corporate Affairs (MCA) has allowed companies to send official documents to their shareholders electronically. The Company has already started sending documents like Notice convening the general meetings, Directors’ Report, Auditors’ Report, Financial Statements etc to the email address provided by Members with their depositories or to the Company or the Company’s RTA.

The Company requests the Members to expeditiously update their email address with their respective depository participant or to the Company or the Company’s RTA to ensure that the annual report and other documents reach them on their preferred email.

Those members who have shares in physical form are requested to expeditiously inform their email address to the Company at DGP House, 5th Floor, 88-C, Old Prabhadevi Road, Mumbai – 400025, Tel.: +91-022-66539000 Fax: +91-022-66608393 Email: [email protected] or the Company’s RTA.

(i) Electronic copy of the Annual Report for the year 2014-15 is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For Members who have not registered their email address, physical copies of the Annual Report for the year 2014-15 is being sent in the permitted mode.

(j) In case of joint shareholders attending the meeting, only such joint shareholder whose name appears higher in order of names as mentioned in the Register of Members of the Company will be entitled to vote.

(k) Members are requested to notify immediately, any change in their address registered with the Company or to the RTA for equity shares held in physical form and to their respective Depository Participants (DPs) in respect of equity shares held in electronic form.


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(q) The voting rights of shareholders shall be in proportion to their shares in the paid up equity share capital of the Company as on the cut-off date (record date) of 17th July 2015.

(r) Those shareholders who have become the shareholders after 19th June 2015 the cut-off date for sending the Annual Report may refer to the Notice which is available on the Company’s website www.vipindustries.co.in. and also on the website of CDSL i.e. www.evotingindia.com.

(s) Ms. Ragini Chokshi, Company Secretary in practice (Membership No. 2390) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

(t) The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

(u) The Results shall be declared on or after the Annual General Meeting of the Company. The Results declared alongwith the Scrutinizer’s Report shall be placed on the Company’s website www.vipindustries.co.in and on the website of CDSL within two(2) days of passing of the resolutions at the Annual General Meeting of the Company and communicated to the Stock Exchanges.

(v) As an austerity measure, copies of Annual Report will not be distributed at the Annual General Meeting. Members are requested to bring their own copies to the Meeting.

(w) All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during normal business hours (9.00 a.m. to 5.00 p.m.) on all working days except Saturdays, up to the date of the Annual General Meeting of the Company.

DETAILS OF THE DIRECTOR /WHOLE-TIME DIRECTOR (CHAIRMAN) SEEKING APPOINTMENT /RE-APPOINTMENT(In pursuance to Clause 49 of the Listing Agreement)

Director seeking re-appointment Director seeking appointmentName of the Director Mr. Dilip G. Piramal Mr. Amit JatiaDate of Birth 02.11.1949 11.02.1967DIN 00032012 00016871Date of Appointment 04.06.1979 14.05.2015Qualification B.Com Business Administration from the Marshall

School of Business at University of Southern California, Los Angeles

Experience in special functional area Industrialist with rich business experience

Industrialist with rich business experience

Chairman / Director of othercompanies

1. DGP Securities Ltd.2. Alkyl Amines Chemicals Ltd.3. Kiddy Plast Ltd.4. Gazelle Travels Pvt. Ltd.5. DGP Enterprises Pvt. Ltd6. KEC International Ltd.7. DGP Capital Management Ltd8. Planetra Technologies Pvt. Ltd.

1. Saubhagya Impex Pvt. Ltd.2. Anand Veena Twisters Pvt. Ltd.3. Horizon Impex Pvt. Ltd.4. Subh Ashish Exim Pvt. Ltd.5. Achal Exim Pvt. Ltd.6. Vandeep Trade Links Pvt. Ltd7. Acacia Impex Pvt. Ltd8. Akshay Ayush Impex Pvt. Ltd9. Hardcastle Petrofer Pvt. Ltd10. Inox Leisure Ltd.11. Westlife Developnment Ltd.12. Ridhika Properties Pvt. Ltd13. Ronald McDonalds House Charities

Foundation India (RHMC India)Chairman/ Member of Committees ofother Companies

1. Alkyl Amines Chemicals Ltd.- Remuneration Committee – Member

1. Westlife Development Ltd.- Audit Committee – Member- Stakeholder Relationship

Committee – Member2. Inox Leisure Ltd.

- Audit Committee – MemberNo. of shares held in the Company 203020 Nil


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(l) Under the provisions of Section 72 of the Companies Act, 2013, shareholder(s) is/are entitled to nominate in the prescribed manner, a person to whom his/her/their share(s) in the Company, shall vest after his/ her/their lifetime. Members who are holding share(s) in physical form and are interested in availing this nomination facility are requested to write to the Company or the Company’s RTA and those Members who are holding share(s) in electronic form, are requested to write to their respective Depository Participants (DPs).

(m) Consequent to Sections 124 and 125 of the Companies Act, 2013 the amount remaining unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company shall be transferred to the Investor Education and Protection Fund (the Fund) set up by the Government of India and no payments shall be made in respect of any such claims by the Fund. As stipulated by the Ministry of Corporate Affairs (MCA) through its various circulars, the Company has uploaded, on its website as also on the website of the MCA, the information regarding unpaid and unclaimed amount of dividend, fixed deposit and interest accrued thereon, lying with the Company upto the financial year ended 31st March 2014 updated till the date of 47th Annual General Meeting i.e. 10th July 2014. Members who have not yet encashed their dividend warrants for the years 2007-2008 onwards are requested to make their claims to the Company accordingly, without any delay. It may be noted that the unclaimed dividend for the financial year 2007-2008 is due for transfer to the Fund on 3rd September 2015.

(n) In order to render better and efficient services, Members are requested to consolidate the multiple folios which are in the same names and in identical order. Consolidation of folios does not amount to transfer of shares and therefore no stamp duty or other expenses are payable for the same. In case any Member(s) decide to consolidate his/her/their folios, he/she/they is/are requested to forward his/her/their share certificates, along with a request letter, to the Company or the Company’s RTA.

(o) Members may also note that the Notice of the 48th Annual General Meeting and the Annual Report for the Financial Year 2014–15 will also be available on the Company’s website www.vipindustries.co.in. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office in Nashik for inspection during normal business hours on any working day, except Saturdays, up to the date of the Annual General Meeting of the Company.

(p) In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, substituted by the Companies (Management and Administration) Rules, 2015 and clause 35B of the Listing Agreement, the Company has provided a facility to its Members to exercise their votes electronically through the electronic voting service facility arranged by Central Depository Services Limited (CDSL). The facility for voting through ballot paper will be made available at the Annual General Meeting and the members attending the Annual General Meeting who have not already cast their votes by remote e-voting shall exercise their right to vote at the Annual General Meeting through ballot paper. Members who have cast their votes by remote e-voting prior to the Annual General Meeting may attend the Annual General Meeting but shall not be entitled to cast their votes again. The instructions for e-voting are given below.

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on 21st July 2015 at 9.00 a.m. and ends on 23rd July 2015 at 5.00 p.m. The e-voting module shall be disabled by CDSL for voting thereafter. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 17th July 2015, may cast their vote electronically. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently. In case the shareholder(s) cast their votes through both the modes, votes casted by remote e-voting shall prevail and votes casted through Ballot form shall be treated as invalid.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any Company, then your existing password is to be used.


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(vii) If you are a first time user, follow the steps given below:

For Members holding shares in Demat Form and Physical FormPAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both

demat shareholders as well as physical shareholders)• Members who have not updated their PAN with the Company/Depository Participant are

requested to use the sequence number which is printed on the Address Sticker of this Annual Report.

Date of Birth Enter the Date of Birth as recorded in your demat account or in the Company’s records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the Company’s records for the said demat account or folio.• Please enter the Date of Birth or Dividend Bank Details in order to login. If the details are not

recorded with the depository or the Company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on “SUBMIT” tab.(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members

holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other Company on which they are eligible to vote, provided that the Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant <Company Name> on which you choose to vote.(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for

voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed.

If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.(xvi)You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.(xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code

and click on Forgot Password & enter the details as prompted by the system.(xviii) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

48th ANNUAL REPORT 2014-15 - VIP Industries · 2015-06-26 · 3 VIP INDUSTRIES LIMITED DirECtorS’...

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